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FRONTERA GROUP INC. - Quarter Report: 2017 March (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended March 31, 2017

 

or

 

 

[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                    to                   

 

Commission File Number: 333-198524

 

FRONTERA GROUP INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada

 

46-4429598

(State or Other Jurisdiction of
Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

 150 Drake Street, Room 7F,

Pomona, CA 91767

 

 

91767

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number including area code: 909-374-5750

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files.  Yes [X]  No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [   ]

 

Accelerated filer [   ]

Non-accelerated filer [   ]

 

Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [   ]  No [X] 

Applicable Only to Corporate Issuers: 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 Class

 

Outstanding as of May 10, 2017

Common Stock, $0.001 par value

 

307,280,000




FRONTERA GROUP INC.

 

TABLE OF CONTENTS

 

 

 

 

 

PART I - FINANCIAL INFORMATION

 

 

 

Item 1. Financial Statements.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Item 4. Controls and Procedures.

 

 

PART II - OTHER INFORMATION

 

 

 

Item 1. Legal Proceedings.

 

Item 1A. Risk Factors.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Item 3. Defaults Upon Senior Securities.

 

Item 4. Mine Safety Disclosures.

 

Item 5. Other Information.

 

Item 6. Exhibits.

 

 

SIGNATURES

 

 

 

 

 



2






 



 

  

PART 1 – FINANCIAL INFORMATION

 

 

ITEM 1.  FINANCIAL STATEMENTS

 

 FRONTERA GROUP INC.


For the Three and Nine Month Periods March 31, 2017 and 2016


(Unaudited)


Index to the Condensed Financial Statements


Contents

 

 

 

 

 

Condensed Balance Sheets at March 31, 2017 (unaudited) and June 30, 2016

 

 

 

Condensed Statement of Operations for the Three and Nine Month Periods Ended March 31, 2017 and 2016

 

 

 

Condensed Statement of Cash Flows for the Nine Month Ended Periods March 31, 2017 and 2016

 

 

 

Notes to the Condensed Financial Statements

 





3







FRONTERA GROUP INC.

CONDENSED BALANCE SHEETS



 

 

 

March 31, 2017

 

 

June 30, 2016

 

 

 

(Unaudited)

 

 

 

Current Assets:

 

 

 

 

 

 

Cash

 

$

10,825

 

$

9,000

Total current assets

 

 

10,825

 

 

9,000

Total Assets

 

$

10,825

 

$

9,000

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Accounts payable

 

$

3,600

 

$

5,600

Advance from officer

 

 

10,713

 

 

4,698

Total current liabilities

 

 

14,313

 

 

10,298

Total liabilities

 

 

14,313

 

 

10,298

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

-

 

 

-

Stockholders' (Deficit):

 

 

 

 

 

 

Common stock par value $0.00001 per share: 1,000,000,000 shares authorized; 307,280,000 shares issued and outstanding at March 31, 2017 and June 30, 2016, respectively

 

 

3,073

 

 

3,073

Additional paid-in capital

 

 

115,975

 

 

105,975

Accumulated deficit

 

 

(122,536)

 

 

(110,346)

 Total Stockholders' (Deficit)

 

 

(3,488)

 

 

(1,298)

Total Liabilities and Stockholders' (Deficit)

 

$

10,825

 

$

9,000

 

 

 

 

 

 

 

See accompanying notes to the condensed unaudited financial statements

 



















4








FRONTERA GROUP INC.

CONSENSED STATEMENT OF OPERATIONS

(Unaudited)




 

 

 

Three Months ended

March 31,2017

 

 

Three Months ended

March 31,2016

 

 

Nine Months ended

March 31,2017

 

 

Nine  Months ended

March 31,2016

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

-

 

$

                   -

 

$

-

 

$

2,000

Cost of Revenue

 

 

-

 

 

       -

 

 

-

 

 

1,050

Gross Profit

 

 

-

 

 

                   -

 

 

-

 

 

950

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Compensation - officers

 

 

-

 

 

                -

 

 

-

 

 

4,350

Professional fees

 

 

4,650

 

 

1,500

 

 

10,300

 

 

7,750

General and administrative expenses

 

 

600

 

 

4,236

 

 

1,890

 

 

19,095

Total operating expenses

 

 

5,250

 

 

5,736

 

 

12,190

 

 

31,195

Loss Before Income Tax Provision

 

 

(5,250)

 

 

(5,736)

 

 

(12,190)

 

 

(30,245)

Income Tax Provision

 

 

                        -

 

 

                        -

 

 

                      -

 

 

                    -

Net Loss

 

$

(5,250)

 

$

(5,736)

 

$

(12,190)

 

$

(30,245)

Net Loss Per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

 - Basic and Diluted

 

$

0.00

 

$

0.00

 

$

0.00

 

$

0.00

Weighted Average Common Shares Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 - Basic and Diluted

 

 

307,280,000

 

 

73,214,066

 

 

307,280,000

 

 

29,098,182




See accompanying notes to the condensed unaudited financial statements





5










FRONTERA GROUP INC.

CONDENSED STATEMENT OF CASH FLOWS

(Unaudited)


 

 

Nine Months ended March 31, 2017

 

 

Nine Months ended March 31, 2016

Operating Activities:

 

 

 

 

 

Net loss

$

(12,190)

 

$

(30,245)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

Prepaid expenses

 

   -   

 

 

9,167

Accounts payable

 

4,015

 

 

(9,210)

Accrued compensation - officers

 

   -  

 

 

5,400

 

 

 

 

 

 

Net Cash Used In Operating Activities

 

(8,175)

 

 

(24,888)

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

Capital contribution by CEO

 

10,000

 

 

-

Advance from prior CEO

 

-

 

 

24,500

Proceeds from issuance of common stock

 

-

 

 

9,000

­

 

 

 

 

 -

Net Cash Provided by Financing Activities

 

10,000

 

 

33,500

 

 

 

 

 

 

Net Change in Cash

 

1,825

 

 

8,612

 

 

 

 

 

 

Cash - Beginning of Period

 

9,000

 

 

388

 

 

 

 

 

 

Cash - End of Period

$

10,825

 

$

9,000

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

Interest paid

$

   -  

 

$

   -  

Income tax paid

$

   -  

 

$

   -  

Non-cash investing and financing activities:

 

 

 

 

 

Accounts payable and accrued expenses transferred to advance from officer

$

6,015

 

$

-

Former shareholders/ officers debt forgiven and recognized as additional paid-in capital

$

-

 

$

   55,048  

 

 

 

 

 

 





See accompanying notes to the condensed unaudited financial statements




6






FRONTERA GROUP INC.

For the Three and Nine Month Periods Ended March 31, 2017 and 2016

Notes to the Condensed Financial Statements

(Unaudited)


Note 1 – Organization and Operations

 

Frontera Group Inc. (the “Company”) was incorporated under the laws of the State of Nevada on November 21, 2013, Frontera Group Inc. was an export management company providing business development and market consultancy services that assist small and medium-sized businesses in entering new markets in Central and South America. The Company currently has no operations and is a shell company.

 

Note 2 – Summary of Significant Accounting Policies

 

Basis of Presentation – Unaudited Interim Financial Information

 

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the year ended June 30, 2016 and notes thereto contained in the information as part of the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on October 31, 2016.


Cash and Cash Equivalents


The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.  As of March 31, 2017 and June 30, 2016, the Company does not have any cash equivalents.

 

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).  Actual results could differ from those estimates.

 

Earnings (loss) per Share

 

Earnings (loss) Per Share is the amount of earnings (loss) attributable to each share of common stock. Earnings (loss) per share ("EPS") is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS is computed by dividing net income (loss) available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. 

 

The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangements, stock options or warrants. When the Company has a loss, dilutive shares are not included as they would be antidilutive.

 

There were no potentially dilutive debt or equity instruments issued and outstanding at any time during the three and nine months ended March 31, 2017 and 2016.

 





7






Recently Issued Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, will have a material effect on the accompanying financial statements.

 

Note 3 – Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $122,536 at March 31, 2017, a net loss of $12,190 for the nine months ended March 31, 2017 and net cash used in operating activities of $8,175 for the nine months ended March 31, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position is not currently sufficient to support the Company’s operations.  Management intends to raise additional funds by way of a private or public offering.  While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. Until such time, the Company will continue to be dependent on the availability of additional capital contributions from its CEO.

 

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.



Note 4 – Related Party Transactions


Consulting services from President, Chief Executive Officer, Secretary and Treasurer and Chief Financial Officer



Consulting services provided by the former President, Chief Executive Officer, Secretary and the former Treasurer and Chief Financial Officer for the three and nine months ended March 31, 2017 and 2016 were as follows:



 

 

For the

Three Months

Ended

March 31,  2017

 

For the

Three Months

Ended

March 31,  2016

 

For the

Nine Months

Ended

March 31,  2017

 

For the

Nine Months

Ended

March 31, 2016

 

 

 

 

 

 

 

 

 

 

 

President, Chief Executive Officer

 

$                   -                    

(i)

$                   -                    

(i)

$                   -                    

(ii)

$           3,000                    

(ii)

Chief Financial Officer, Secretary

and Treasurer

 

-

 

-

 

-

 

2,400

 

 

 

$                  -                    

 

$                   -                    

 

$                   -                    

 

$           5,400                    

 




(i)

During the three months ended March 31, 2017 and 2016, none of these related party consulting services was recognized in cost of revenues and none in officers’ compensation within operating expenses.

 

(ii)

During the nine months ended March 31, 2017 and 2016, $0 and $5,400 of related party consulting services were recognized in cost of revenues and officers’ compensation within operating expenses.





8






Advances from President and CEO


From time to time, the President, CEO and significant stockholder of the Company advances funds to the Company for working capital purposes. Those advances are unsecured, non-interest bearing and due on demand. As of March 31, 2017 and June 30, 2016, the advance balance was $10,713 and $4,698, respectively.


Accrued Compensation

 

Prior to January 2016, the former President and former Chief Financial Officer provided management consulting services to the Company. On February 1, 2014, we entered into consulting agreements with Michael Krichevcev, our former President, and Tatiana Varuha, our former Chief Financial Officer. These agreements were extended for the period from February 1, 2015 to January 31, 2016 on the same terms and conditions as the agreements dated February 1, 2014.  In January 2016, when Michael Krichevcev and Tatiana Varuha were no longer the officers of the Company, the Company terminated the management consulting engagements with them. During three months ended March 31, 2017 and 2016, there was no fee and expense incurred. During  nine months ended March 31, 2017 and 2016, fee and expense incurred in management consulting services with the former President and former Chief Financial Officer of the Company was $0 and $5,400.


Note 5 – Stockholders’ Equity (Deficit)


Shares authorized


Upon formation, the total number of shares of all classes of stock which the Company is authorized to issue is seventy-five million (75,000,000) shares of common stock, par value $0.001 per share. On February 23, 2016, the Company increased its authorized common shares to one billion (1,000,000,000), and decreased the par value to $0.00001 per share. Due to this change, $7,207 was shifted from the Common Stock account to the Additional Paid-in Capital account.


Common stock


On March 12, 2016, the Company sold 300,000,000 common shares at $0.00003 per share for total proceeds of $9,000. The 300,000,000 shares of common stock were issued to Nanjing Dayu Xianneng Foods, Co, Ltd. The control person that Nanjing Dayu Xianneng Foods Co. Ltd is Mr. Daobing Xia.


Change in Control


On January 12, 2016, Mr. Michael Krichevcev, the Company’s Chief Executive Officer and Director, and Ms. Tatiana Varuha, the Company’s Chief Financial Officer and Director, sold all of their 4,000,000 shares of common stock of Frontera Group Inc. to Mr. Gan Ren. The 4,000,000 shares of common stock sold represented a majority of the total issued and outstanding common stock of the Company.  As result of this share purchase transaction, Mr. Gan Ren became the controlling shareholder of the Company.


In connection with this share purchase transaction, on January 12, 2016, Mr. Krichevcev and Ms. Varuha resigned from all positions they held in the Company, including Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Board Director. On January 12, 2016, Mr. Gan Ren became the President, Board Director, Secretary, Treasurer, Chief Executive Officer and Chief Financial Officer of the Company.


On March 12, 2016, with the sale of 300,000,000 shares of common stock, Nanjing Dayu Xianneng Foods, Co, Ltd. is now  the controlling shareholder of the Company. Mr. Gan Ren still remains the President, Board Director, Secretary, Treasurer, Chief Executive Officer and Chief Financial Officer of the Company.  


Forgiveness of Advances from Former Stockholders and Accrued Compensation – Former Officers


On January 12, 2016, pursuant to the terms of their Stock Purchase Agreements, the former officers and stockholders forgave advances of $34,348 and accrued compensation of $20,700, respectively or $55,048 in aggregate. This amount was recorded as contributions to capital and recognized in additional paid in capital.







9






Note 6 – Subsequent Events

 

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.  The Management of the Company determined that there were no reportable subsequent events to be disclosed.



 



10






ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Forward-Looking Statements and Associated Risks.

 

The following discussion should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements contained in the MD&A are forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Quarterly Report on Form 10-Q.

 

Frontera Group Inc. is an “emerging growth company” under the Jumpstart Our Business Startups Act and will remain an "emerging growth company" until the earliest to occur of (a) the last day of the fiscal year during which its total annual revenues equal or exceed $1 billion (subject to adjustment for inflation), (b) the last day of the fiscal year following the fifth anniversary of its initial public offering, (c) the date on which Frontera Group has, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (d) the date on which Frontera Group is deemed a "large accelerated filer" (with at least $700 million in public float) under the Securities and Exchange Act of 1934 (the "EXCHANGE ACT").


For so long as Frontera Group remains an "emerging growth company" as defined in the JOBS Act, it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" as described in further detail in the risk factors below. Frontera Group cannot predict if investors will find its shares of common stock less attractive because Frontera Group will rely on some or all of these exemptions. If some investors find Frontera Group's shares of common stock less attractive as a result, there may be a less active trading market for its shares of common stock and its stock price may be more volatile.


If Frontera Group avails itself of certain exemptions from various reporting requirements, its reduced disclosure may make it more difficult for investors and securities analysts to evaluate Frontera Group and may result in less investor confidence.


The recently enacted JOBS Act is intended to reduce the regulatory burden on "emerging growth companies". Frontera Group meets the definition of an "emerging growth company" and so long as it qualifies as an "emerging growth company," it will not be required to:

 

· have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

· comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

· submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

· disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

 

In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

  

In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, Frontera Group is choosing to "opt out" of such extended transition period, and as a result, Frontera Group will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that its decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

 

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time we cease being an



11






“emerging growth company”, we will be required to provide additional disclosures in our SEC filings.  However, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.



  

Results of operations for the three-month periods ended March 31, 2017 and 2016.

 

Revenue

 

Our gross revenue for each of the three-month periods ended March 31, 2017 and 2016 was $0.  Our cost of revenues for the three-month period ended March 31, 2017 and 2016 was $0, resulting in a gross profit of $0. The Company did not have any operations during the three months ended March 31, 2017 and 2016.

 



12






Operating Expenses

 

The major components of our expenses for the three-month periods ended March 31, 2017 and 2016 are outlined in the table below:

 

 

For the

Three Months

 Ended

March 31, 2017

 

For the

Three Months

 Ended

March 31, 2016

 

 

 

 

 

 

Compensation – officers

$                              -

 

$                              -

 

Professional fees

4,650

 

1,500

 

General and administrative

600

 

4,236

 

 

$                      5,250

 

$                      5,736

 

 

 

The operating expenses for the three months ended March 31, 2017 of $5,250 decreased from $5,736 for the three months ended March 31, 2016. The increase was due to a decrease in transfer agent fees.


Net Loss

 

During the three months ended March 31, 2017, we incurred a net loss of $5,250 compared to a net loss of $5,736 during the three months ended March 31, 2016 due to the decrease in operating expenses.

 


Results of operations for the nine-month periods ended March 31, 2017 and 2016.

 

Revenue

 

Our gross revenue for the nine-month periods ended March 31, 2017 and 2016 was $0 and $2,000 respectively.  Our cost of revenues for the nine-month period ended March 31, 2017 and 2016 was $0 and $1,050, respectively, resulting in a gross profit of $0 and $950, respectively. All of our revenues were derived from consulting services related to market research and feasibility studies and translation services. The decrease in revenues was because the Company did not have any operations during the nine months ended March 31, 2017.

 

Operating Expenses

 

The major components of our expenses for the nine-month periods ended March 31, 2017 and 2016 are outlined in the table below:

 

 

For the

Nine Months

 Ended

March 31, 2017

 

For the

Nine Months

 Ended

March 31, 2016

 

 

 

 

 

 

Compensation – officers

$                         0

 

$                         4,350

 

Professional fees

10,300

 

7,750

 

General and administrative

1,890

 

19,095

 

 

$                      12,190

 

$                      31,195

 

 

 

The operating expenses for the nine month periods ended March 31, 2017 were $12,190, a decrease when compared to $31,195 for the nine months ended March 31, 2016. The decrease was due to the decrease in compensation and general /administrative expenses.






13






Net Loss

 

During the nine months ended March 31, 2017 we incurred a net loss of $12,190 compared to a net loss of $30,245 during the nine months ended March 31, 2016 due to the decrease in operating expenses.


 

Liquidity and Capital Resources

Liquidity

 

The Company’s operations in the recent past have been financed primarily through cash flow from operations, equity financing, existing cash and cash advances from the Company’s Chief Executive Officer. The Company has incurred net losses for the majority of the past several years. Moving forward, the Company expects to have significant cash outflows in the near term based on the implementation of its business plan which should lead to increased corporate activities.

  

If we are not successful in implementing our business plan and achieving and maintaining profitability and positive cash flow, additional capital will be required to continue operations. We have explored and are continuing to explore options to raise additional financing to fund future operations as well as other possible courses of action. Such actions include, but are not limited to, securing lines of credit, sales of debt or equity securities (which may result in dilution to existing shareholders), loans and cash advances from our directors or other third parties, and other similar actions. There can be no assurance that we will be able to obtain additional funding, on acceptable terms or at all, through a sale of our common stock, loans from financial institutions, our directors, or other third parties, or any of the actions discussed above. If we cannot achieve’pp profitable operations, and additional capital is unavailable, lack of liquidity could have a material adverse effect on our business viability, financial position, results of operations and cash flows.

 

Cash Flows



 

 

Nine Months ended March 31, 2017

 

 

Nine Months ended March 31, 2016

Net Cash Used In Operating Activities

$

(8,175)

 

$

(24,888)

 

 

 

 

 

 

Net Cash Provided by Financing Activities

 

10,000

 

 

33,500

 

 

 

 

 

 

Net Change in Cash

 

1,825

 

 

8,612

 

 

 

 

 

 

Cash - Beginning of Period

 

9,000

 

 

388

 

 

 

 

 

 

Cash - End of Period

$

10,825

 

$

9,000



 

Cash Flows from Operating Activities

 

During the nine months ended March 31, 2017 we used $8,175 in operating activities compared to $24,888 used in operating activities during the nine months ended March 31, 2016.

 

Cash Flows from Investing Activities

 

We did not generate or use any cash from investing activities during the nine-month periods ended March 31, 2017 and 2016.

 

Cash Flows from Financing Activities

 

During the nine months ended March 31, 2017 and 2016, we generated $10,000 and $33,500, respectively, from advances from our Chief Executive Officer. 

  




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Recent Accounting Pronouncements 

 

See Note 2 to the Unaudited Financial Statements.

 

Off Balance Sheet Arrangements

 

As of March 31, 2017, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

 


 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report.  Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

 

Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date.  We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.

 

PART II – OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

 

We were not subject to any legal proceedings during the three month periods ended March 31, 2017 and currently we are not involved in any pending litigation or legal proceeding.

 

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. 

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

On March 12, 2016, the Company issued 300,000,000 shares of common stock to Nanjing Dayu Xianneng Foods Co, Ltd for the Purchase Price of US $ 0.00003 per share, total of US$ 9,000.00. The issuance of these shares is pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of1933.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

No senior securities were issued and outstanding during the three month periods ended March 31, 2017.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable to our Company.

 



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ITEM 5. OTHER INFORMATION.

 

None.

 

ITEM 6. EXHIBITS
 
The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated: 

 


EXHIBIT

NUMBER        DESCRIPTION

 

 

 

 

 

3.1

  

 

Articles of Incorporation. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on September 3, 2014.

3.2

  

Bylaws. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on September 3, 2014.

4.2

 

Subscription Agreement. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on September 3, 2014.

10.1

 

Management Consultant Agreement (President). Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on September 3, 2014.

10.2

 

Management Consultant Agreement (C.F.O.). Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on September 3, 2014.

31.1

 

Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2

 

Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1

 

Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2

 

Certification of the Chief Financial Officer pursuant to 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 Linkbase Document **

101.LAB 

 

XBRL Taxonomy Extension Label Linkbase Document **

101.PRE 

 

XBRL Taxonomy Extension Presentation Linkbase Document **

 

   *  Filed herewith.

 

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 



16






SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May , 2017

 

 

 

 

 

 

FRONTERA GROUP INC.

 

 

 

 

By:

/s/  Gan Ren

 

  

Gan Ren,

Chief Executive Officer, Chief Financial Officer







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