Item 1. Financial Statements.
US-DADI FERTILIZER INDUSTRY INTERNATIONAL,
INC.
UNAUDITED FINANCIAL STATEMENTS
March 31, 2017
Condensed Unaudited Balance Sheets as of March 31, 2017 and December 31, 2016
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4
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Condensed Unaudited Statements of Operations for the Three Months Ended March 31, 2017 and 2016
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5
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Condensed Unaudited Statement of Cash Flows for the Three Months Ended March 31, 2017 and 2016
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6
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Notes to Condensed Unaudited Financial Statements
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7
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3
US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC.
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Condensed Balance Sheet
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(Unaudited)
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March 31, 2017
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December 31, 2016
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ASSETS
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Total assets
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$
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—
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$
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—
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities
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Accounts payable
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$
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25,726
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$
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23,709
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Related party loans
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105,896
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105,146
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Total current liabilities
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131,622
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128,855
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Stockholders' deficit
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Common stock, no par value; 1,000,000,000 shares authorized; 98,365,000 issued and outstanding at March 31, 2017 and December 31, 2016
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521,547
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521,547
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Accumulated deficit
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(653,169
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)
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(650,402
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)
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Total stockholders' deficit
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(131,622
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)
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(128,855
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)
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Total liabilities and stockholders' deficit
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$
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—
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$
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—
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See accompanying notes to unaudited financial statements.
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4
US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC.
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Condensed Statements of Operations (Unaudited)
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Three months ended March 31,
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2017
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2016
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Revenue
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$
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—
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$
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—
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Operating expenses
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General and administrative
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2,767
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8,132
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Total operating expenses
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2,767
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8,132
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Net loss
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$
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(2,767
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)
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$
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(8,132
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)
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Basic and diluted loss per common share
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$
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(0.00
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)
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$
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(0.00
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)
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Weighted average shares outstanding
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98,365,000
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98,365,000
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See accompanying notes to condensed unaudited financial statements.
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5
US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC.
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Condensed Statements of Cash Flows (Unaudited)
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Three months ended March 31,
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2017
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2016
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Cash flows from operating activities
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Net loss
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$
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(2,767
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)
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$
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(8,132
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)
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Changes in operating assets and liabilities:
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Prepaid expenses
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—
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3,125
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Accounts payable
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2,017
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1,507
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Net cash used in operating activities
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(750
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)
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(3,500
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)
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Cash flows from investing activities
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—
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—
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Cash flows from financing activities
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Proceeds from related party loans
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750
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3,500
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Net cash provided by financing activities
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750
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3,500
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Net change in cash
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—
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—
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Cash at beginning of period
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—
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—
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Cash at end of period
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$
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—
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$
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—
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Supplemental cash flow information
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Cash paid for interest
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$
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—
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$
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—
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Cash paid for income taxes
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$
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—
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$
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—
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See accompanying notes to condensed unaudited financial statements.
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6
US-DADI FERTILIZER INDUSTRY INTERNATIONAL,
INC.
Notes to Unaudited Condensed Financial
Statements
March 31, 2017
NOTE 1 – CONDENSED FINANCIAL
STATEMENTS
The accompanying financial statements
have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of operations, and cash flows as of March 31, 2017 and
for all periods presented herein, have been made.
Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company’s December 31, 2016 financial statements. The results
of operations for the period ended March 31, 2017 are not necessarily indicative of the operating results for the full year.
NOTE 2 – GOING CONCERN
The Company’s financial statements
are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.
The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating
losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern,
the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses
and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful
in accomplishing any of its plans.
The ability of the Company to continue
as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and
eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as a going concern
NOTE 3 – RELATED PARTY TRANSACTIONS
During the three months ended March
31, 2017, the Company received loans from related parties totaling $750 to fund operations. The loans are non-interest bearing,
due on demand and as such are included in current liabilities. There was $105,896 and $105,146 due to related parties as of March
31, 2017 and December 31, 2016, respectively.
NOTE 4 – COMMON STOCK ISSUANCES
There were 98,365,000 common shares
issued and outstanding as of March 31, 2017 and December 31, 2016, respectively.
NOTE 5 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events
through the date of this filing and determined there are no events to disclose.
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Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains
forward-looking statements and involves risks and uncertainties that could materially affect expected results of operations, liquidity,
cash flows, and business prospects. These statements include, among other things, statements regarding:
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our ability to diversify our operations;
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inability to raise additional financing for working capital;
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the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;
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our ability to attract key personnel;
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our ability to operate profitably;
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our ability to generate sufficient funds to operate the US-DADI Fertilizer Industry International, Inc. operations, upon completion of our acquisition;
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deterioration in general or regional economic conditions;
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adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
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changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
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the inability of management to effectively implement our strategies and business plan;
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inability to achieve future sales levels or other operating results;
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the unavailability of funds for capital expenditures;
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other risks and uncertainties detailed in this report;
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as well as other statements regarding our future operations,
financial condition and prospects, and business strategies. These forward-looking statements are subject to certain risks and uncertainties
that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q,
and in particular, the risks discussed under the heading “Risk Factors” in Part II, Item 1A and those discussed in
other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the
results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to
place undue reliance on such forward-looking statements.
References in the following discussion and throughout
this quarterly report to “we”, “our”, “us”, “US-DADI”, “the Company”,
and similar terms refer to US-DADI Fertilizer Industry International, Inc. unless otherwise expressly stated or the context otherwise
requires.
OVERVIEW AND OUTLOOK
Background
US-DADI Fertilizer Industry International,
Inc. is a start-up company incorporated in the State of California on August 11, 2010. Our stated business objective is a fertiziler-related
products and equipment exporter. Since our inception on August 11, 2010 through March 31, 2017, we generated no revenues from that
line of business.
Going Concern
The Company’s financial statements are prepared using
generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization
of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as a going concern. As of March 31, 2016 the Company
had an accumulated deficit of $628,361. The ability of the Company to continue as a going concern is dependent on the Company obtaining
adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it
could be forced to cease operations.
The Company is currently contemplating an offering of its
equity or debt securities to finance continuing operations. There are no agreements or arrangements currently in place or under
negotiation to obtain such financing, and there are no assurances that the Company will be successful and without sufficient financing
it would be unlikely for the Company to continue as a going concern. The ability of the Company to continue as a going concern
is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other
sources of financing and attain profitable operations.
8
RESULTS OF OPERATIONS
During the three months ended March 31,
2017, we generated revenue of $0. During the three months ended March 31, 2016, we generated revenue of $0.
Operating expenses during the three months
ended March 31, 2017 were $ 2,767 all of which consisted of general and administrative expenses. In comparison, operating expenses
for the period ended March 31, 2016 were $8,132 all of which consisted of general and administrative expenses such as accounting,
professional and miscellaneous office expenditures.
We have not been profitable from our
inception in 2010 through March 31, 2017, and our accumulated deficit amounts to $653,169. There is significant uncertainty projecting
future profitability due to our history of losses and lack of revenues. In our current state we have no recurring or guaranteed
source of revenues and cannot predict when, if ever, we will become profitable. There is significant uncertainty projecting future
profitability due to our minimal operating history and lack of guaranteed ongoing revenue streams.
Liquidity and Capital Resources
As of March 31, 2017, we had $0 in cash
and did not have any other cash equivalents. The following table provides detailed information about our net cash flow for all
financial statement periods presented in this Quarterly Report. To date, we have financed our operations through the issuance of
stock and borrowings.
The following table sets forth a summary of our cash flows
for the three months ended March 31, 2017 and the period ending March 31, 2016:
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Three Months Ended March 31, 2017
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Three Months Ended
March 31, 2016
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Net cash used in operating activities
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$
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(750
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)
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$
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(3,500
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)
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Net cash used in investing activities
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—
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—
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Net cash provided by financing activities
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750
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3,500
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Net increase (decrease) in Cash
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—
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—
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Cash, beginning
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—
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—
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Cash, ending
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$
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—
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$
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—
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Since inception, we have financed our
cash flow requirements through issuance of common stock. As we expand our activities, we may, and most likely will, continue to
experience net negative cash flows from operations, pending receipt of listings or some form of advertising revenues. Additionally
we anticipate obtaining additional financing to fund operations through additional common stock offerings, to the extent available,
or to obtain additional financing to the extent necessary to augment our working capital.
We anticipate that we will incur operating
losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain.
Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their
early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not
limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other
things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop and
upgrade our website, provide national and regional industry participants with an effective, efficient and accessible website on
which to promote their products and services through the Internet, respond to competitive developments, and attract, retain and
motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to
do so can have a material adverse effect on our business prospects, financial condition and results of operations.
Operating activities
Net cash used in operating activities
was $3,500 for the period ended March 31, 2016, as compared to $750 used in operating activities for the period ended March 31,
2017. The decrease in net cash used in operating activities was primarily due to a decrease in professional fees.
Investing activities
Net cash used in investing activities
was $0 for the period ended March 31, 2016, as compared to $0 used in investing activities for the same period in 2017.
9
Financing activities
Net cash provided by financing activities
for the period ended March 31, 2016 was $3,500 as compared to $750 for the same period of 2017.
We believe that cash flow from operations
will not meet our present and near-term cash needs and thus we will require additional cash resources, including the sale of equity
or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months. We will require
additional cash resources due to changed business conditions, implementation of our strategy to expand our sales and marketing
initiatives, increase brand awareness, or acquisitions we may decide to pursue. If our own financial resources and then current
cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt
securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders.
The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and
financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available
in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at
all, will limit our ability to expand our business operations and could harm our overall business prospects.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to
investors.
Item 4T. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Principal Executive Officer and Chief
Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Exchange Act) as of the period covered by this Report. Based on that evaluation, it was concluded that our disclosure controls
and procedures are not designed at a reasonable assurance level and are not effective to provide reasonable assurance that information
we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated
to our management, including our principal executive and principal financial officer, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal
control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure
controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and
procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating
the benefits of possible controls and procedures relative to their costs.
10