Adveco Group Inc. - Quarter Report: 2017 September (Form 10-Q)
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U.S. SECURITIES AND EXCHANGE COMMISSION FORM 10-Q |
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
COMMISSION FILE NO. 333-216143
Adveco Group Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
5130
(Primary Standard Industrial Classification Code Number)
98-1326996
(IRS Employer Identification No.)
Nurpeisova Str., 10 Apt. 4
Almaty, Kazakhstan 050061
Tel: +996-708464141
(Address and telephone number of principal executive offices)
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the most practicable date:
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Class | Outstanding as of November 13, 2017 |
Common Stock, $0.001 | 6,505,100 |
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| ADVECO GROUP INC. |
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Part I | FINANCIAL INFORMATION |
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Item 1 | FINANCIAL STATEMENTS (UNAUDITED) | 3 |
Item 2 | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 8 |
Item 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 10 |
Item 4 | CONTROLS AND PROCEDURES | 10 |
PART II | OTHER INFORMATION |
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Item 1 | LEGAL PROCEEDINGS | 11 |
Item 2 | 11 | |
Item 3 | DEFAULTS UPON SENIOR SECURITIES | 11 |
Item 4 | MINE SAFETY DISCLOSURES | 11 |
Item 5 | OTHER INFORMATION | 11 |
Item 6 | EXHIBITS | 11 |
| SIGNATURES | 11 |
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PART I. FINANCIAL INFORMATION
ADVECO GROUP INC. BALANCE SHEETS | ||||
| SEPTEMBER 30, 2017 (UNAUDITED) | DECEMBER 31, 2016 (AUDITED) | ||
ASSETS |
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Current Assets |
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| Cash | $ 22,531 | $ 749 | |
| Prepaid expenses | 1,200 | 1,000 | |
| Total Current Assets | 23,731 | 1,749 | |
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Capital assets |
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| Equipment net of accumulated amortization of $1,200 | 22,800 | - | |
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| 22,800 | - | |
Other Assets |
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| Computer net of accumulated depreciation of $200 | 1,000 | - | |
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| 1,000 |
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Total Assets | $ 47,531 | $ 1,749 | ||
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LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) | ||||
Current Liabilities | ||||
| Loan from related parties | $ 13,767 | $ 1,767 | |
| Accounts payable | 4,100 | - | |
| Total current liabilities | 17,867 | 1,767 | |
Total Liabilities | 17,867 | 1,767 | ||
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Stockholders Equity (Deficit) | ||||
| Common stock, $0.001 par value, 75,000,000 shares authorized; |
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| 6,505,100 shares issued and outstanding (5,000,000 as of December 31, 216) | 6,505 | 5,000 | |
| Additional paid-in-capital | 28,597 | - | |
| Retained Earnings (Deficit) | (5,438) | (5,018) | |
Total Stockholders Equity (Deficit) | 29,664 | (18) | ||
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Total Liabilities and Stockholders Equity (Deficit) | $ 47,531 | $ 1,749 |
The accompanying notes are an integral part of these financial statements.
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ADVECO GROUP INC. STATEMENT OF OPERATIONS (UNAUDITED) | ||||
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| Three months ended September 30, 2017 | For the period from September 20, 2016 (Inception) to September 30, 2016 | Nine months ended September 30, 2017 |
Revenue |
| $ 18,928 | $ - | $ 48,025 |
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Operating expenses |
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Cost of service sold |
| 8,220 | - | 24,140 |
General and administrative expenses |
| 23,644 | 117 | 24,305 |
Net income from operations |
| (12,936) | (117) | (420) |
Income before taxes |
| (12,936) | (117) | (420) |
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Provision for taxes |
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| - |
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Net income |
| $ (12,936) | $ (117) | $ (420) |
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Loss per common share: Basic and Diluted |
| $ (0.00) | - | $ (0.00) |
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Weighted Average Number of Common Shares Outstanding: Basic and Diluted |
| 6,505,100 | - | 5,756,800 |
The accompanying notes are an integral part of these financial statements.
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ADVECO GROUP INC. STATEMENT OF CASH FLOWS (UNAUDITED) | |||||
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| Nine months ended September 30, 2017 | For the period from September 20, 2016 (Inception) to September 30, 2016 | ||
Operating Activities |
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| Net loss |
| $ (420) | $ (117) | |
| Prepaid expenses |
| (200) | - | |
| Amortization and depreciation |
| 1,400 | - | |
| Accounts payable |
| 4,100 | - | |
| Net cash provided by operating activities |
| 4,880 | (117) | |
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Investing Activities |
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Purchase of Equipment |
| $ (24,000) | - | ||
Purchase of Computer |
| (1,200) | - | ||
Net cash used in investing activities |
| (25,200) | - | ||
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Financing Activities |
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| Proceeds from sale of common stock |
| 30,102 | - | |
| Proceeds from loan from shareholder |
| 12,000 | 117 | |
| Net cash provided by financing activities |
| 42,102 | 117 | |
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Net increase in cash and equivalents |
| 21,782 | 0 | ||
Cash and equivalents at beginning of the period |
| 749 | 0 | ||
Cash and equivalents at end of the period |
| $ 22,531 | $ 0 | ||
| Supplemental cash flow information: |
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| Cash paid for: |
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| Interest |
| $ - | $ - | |
| Taxes |
| $ - | $ - |
The accompanying notes are an integral part of these financial statements.
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ADVECO GROUP INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS PERIOD ENDED SEPTEMBER 30, 2017
NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION
Organization and Description of Business
ADVECO GROUP INC. (the Company) was incorporated under the laws of the State of Nevada, U.S. on September 20, 2016. Our primary business is distribution of apparel and workwear produced in Kyrgyzstan to the markets of Europe and Commonwealth of Independent States (CIS) countries.
Since inception through September 30, 2017 the Company has not generated $48,025 in revenue and has accumulated deficit of $5,438.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company has adopted a December 31 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Basic Income (Loss) Per Share
The Company computes loss per share in accordance with ASC-260, Earnings per Share which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Advertising Costs
The Companys policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during as at September 30, 2017.
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Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Stock-Based Compensation
As of September 30, 2017 the Company has not issued any stock-based payments to its employees. Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123(R) (ASC 718). To date, the Company has not adopted a stock option plan and has not granted any stock options.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Recent Accounting Pronouncements
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the company.
NOTE 3 CAPTIAL STOCK
The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share.
On December 19, 2016, the Company issued 5,000,000 shares of its common stock at $0.001 per share for total proceeds of $5,000. For the nine months period, the Company sold 1,505,100 shares of its common stock at $0.02 per share for total proceeds of $30,102.
As of September 30, 2017, the Company had 6,505,100 shares issued and outstanding.
NOTE 4 RELATED PARTY TRANSACTIONS
In support of the Companys efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
Since September 20, 2016 (Inception) through September 30, 2017 the Companys sole officer and director loaned the Company $1,767 to pay for incorporation costs and operating expenses and $12,000 for the purchase of equipment. As of September 30, 2017, the amount outstanding was $13,767. The loan is non-interest bearing, due upon demand and unsecured.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
DESCRIPTION OF OUR BUSINESS
GENERAL INFORMATION
Adveco Group Inc. was incorporated in the State of Nevada on September 20, 2016 and established a fiscal year end of December 31. We distribute apparel and workwear from Kyrgyzstan to the markets of Europe and Commonwealth of Independent States (CIS) countries. As of today, we have generated $48,025 in revenue as a result from the Sale of Goods. Our business office is located at Nurpeisova Str., 10 Apt. 4, Almaty, Kazakhstan 050061. Our telephone number is +996-708464141.
RESULTS OF OPERATION
Three Month Period Ended September 30, 2017
Revenue
During the three months ended September 30, 2017, the Company has generated $18,928 in revenue.
Operating Expenses
During the three-months period ended September 30, 2017, we incurred total expenses and professional fees of $23,644 and $8,220 in cost of labor and goods sold. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.
Our net loss for the three-months period ended September 30, 2017 was $12,936.
Nine Month Period Ended September 30, 2017
Revenue
During the three months ended September 30, 2017, the Company has generated $48,025 in revenue.
Operating Expenses
During the nine-months period ended September 30, 2017, we incurred total expenses and professional fees of $24,305 and $24,140 in cost of labor and goods sold. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.
Our net loss for the nine-months period ended September 30, 2017 was $420.
LIQUIDITY AND CAPITAL RESOURCES
As at September 30, 2017 our current assets were $47,531 compared to $1,749 in current assets at December 31, 2016. As at September 30, 2017, our current liabilities were $17,867 compared to $1,767 as of December 31, 2016.
Stockholders deficit was $18 as of December 31, 2016 compared to stockholders equity of $29,664 as of September 30, 2017.
Cash Flows from Operating Activities
For the nine-months period ended September 30, 2017, net cash flows from operating activities was $4,880, consisting of net loss of $420, increase in prepaid expenses of $200, amortization of $1,400, and increased in accounts payable of $4,100.
Cash Flows from Investing Activities
We used $25,200 in investing activities during the three-months period ended September 30, 2017.
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Cash Flows from Financing Activities
Cash flows provided by financing activities during the three-months period ended September 30, 2017 were $42,102, consisting of loan $12,000 from shareholder and $30,102 from proceeds from issuance of common stock.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do 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 are material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No equity securities were sold during the nine-month period ended September 30, 2017.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No senior securities were issued and outstanding during the nine-month period ended September 30, 2017.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibits:
31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| ADVECO GROUP INC. |
Dated: November 13, 2017 | By: /s/ Inna Min |
| Inna Min, President and Chief Executive Officer and Chief Financial Officer |
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