Hartford Great Health Corp. - Quarter Report: 2018 January (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

FORM 10-Q

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

For the quarterly period ended: January 31, 2018

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

For the transition period from ____   to ________

Commission File Number: 333-164633

(Exact Name of Registrant as Specified in its Charter)

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number including area code: (805) 272-0874

Former name, former address, and former fiscal year, if changed since last report

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 ☒  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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ☒            No ☐

Indicate by checkmark whether the registrant is a large 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.

 

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 3,018,000 shares of common stock outstanding as of March 13, 2018.

 

 

 

Index

 

 

PHOTOAMIGO,  INC.

 CONDENSED BALANCE SHEETS

(unaudited)

The accompanying notes are an integral part of these condensed unaudited financial statements.

 

 

 

		Three Months				Three Months				Six Months				Six Months
		ended				ended				ended				ended
		January 31, 2018				January 31, 2017				January 31, 2018				January 31, 2017
Revenues		$	-			$	-			$	-			$	-
Operating expenses:
Website development			2,448				589				2,625				766
Legal and accounting fees			7,450				4,500				8,237				5,175
Investor relations			1,751				1,950				2,051				2,908
Other general and administrative			103				3				180				34
Depreciation Expense			235				235				470				470
Total operating expenses			11,987				7,277				13,563				9,353
Operating (loss)			(11,987	)			(7,277	)			(13,563	)			(9,353	)
Other income(expense):
Interest expense			(150	)			(45	)			(257	)			(59	)
Other income (expense) net			(150	)			(45	)			(257	)			(59	)
Net (loss)		$	(12,137	)		$	(7,322	)		$	(13,820	)		$	(9,412	)
Net (loss) per common share:
Basic and Diluted *		$	-			$	-			$	-			$	-
Weighted average shares outstanding:
Basic and Diluted			3,018,000				3,018,000				3,018,000				3,018,000

* denotes a loss of less than $(0.01) per share.

 

PHOTOAMIGO, INC.

 CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

 (unaudited)

The accompanying notes are an integral part of these condensed unaudited financial statements.

 

 

PHOTOAMIGO, INC.

CONDENSED STATEMENTS OF CASH FLOWS

 (unaudited)

 

The accompanying notes are an integral part of these condensed unaudited financial statements.

PHOTOAMIGO, INC.

 NOTES TO CONDENSED FINANCIAL STATEMENTS

For the six month periods ended January 31, 2018 and 2017

 (unaudited)

1.	Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

PhotoAmigo, Inc. ("the Company" or "PhotoAmigo") was organized under the laws of the State of Nevada on April 2, 2008. It plans to develop photographic sharing and networking through its website PhotoAmigo.com.

Summary of Significant Accounting Policies

Interim Financial Information: The interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") as promulgated in Item 210 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position as of January 31, 2018, results of operations, changes in stockholders' equity (deficit) and cash flows for the Six month period ended January 31, 2018 and 2017, as applicable, have been made. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Form 10-K.

Use of Estimates: The preparation of financial statements in conformity with US GAAP requires the Company's management to make estimates and assumptions that affect the amounts of assets and liabilities, the identification and disclosure of impaired assets and contingent liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

 

 

 

 

Cash and Cash Equivalents: The majority of cash is maintained with a major financial institution in the United States.   Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk.  The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Income Taxes: The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Revenue Recognition: PhotoAmigo has not commenced operations, is in its development stage, and has not yet generated any revenues from operations. Revenues are expected to be derived principally from subscriptions to our website.

Income (Loss) Per Share: Basic earnings per share includes no dilution and is computed by dividing net income (or loss) by the weighted- average number of shares outstanding during the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company, assuming the issuance of an equivalent number of common shares pursuant to options, warrants, or convertible debt arrangements. Diluted earnings per share is not shown for periods in which the Company incurs a loss because it would be anti-dilutive. Similarly, potential common stock equivalents are not included in the calculation if the effect would be anti-dilutive. No potentially dilutive debt or equity securities were issued or outstanding during the three and six month periods ended January 31, 2018 or 2017.

Recent Accounting Pronouncements: The Company has reviewed all the recently issued, but not yet effective, accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.

 

2.	Going Concern

The accompanying financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. However, PhotoAmigo has incurred losses since inception (April 2, 2008), resulting in an accumulated deficit of $321,101 as of January 31, 2018. These conditions raise substantial doubt about the ability of PhotoAmigo to continue as a going concern.

In view of these matters, continuation as a going concern is dependent upon several factors, including the availability of debt or equity funding upon terms and conditions acceptable to PhotoAmigo, and ultimately achieving profitable operations. Management cannot provide assurance that PhotoAmigo will meet its objectives and be able to continue in operation.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of PhotoAmigo to continue as a going concern.

3.	Related Party Transactions

During the six months ended January 31, 2018, the Company borrowed $12,663 from four shareholders to fund the Company's ongoing activities. The shareholders have not received any equity for these loans and these loans are repayable by the Company. Simple interest accrues on these notes at 2% annually. Principle and interest are due upon sale or merger of the company or upon demand. The Company has accrued an interest expense of $257 for the six months ended January 31, 2018 related to these notes. This compares to the $9,980 borrowed from four shareholders: $2,500 from three and $2,480 from a fourth shareholder during the first six months of 2017. During the same timeframe in 2017 the Company accrued an interest expense of $59 for the six months.

Office space is provided to PhotoAmigo at no additional cost by the sole executive officer. No provision for these costs has been included in these financial statements as the amounts are not material.

 

 

 

4.	Income Taxes

 

PhotoAmigo's deferred tax assets, valuation allowance, and change in valuation allowance are as follows:

 

Income taxes at the statutory rate are reconciled to reported income tax expense (benefit) as follows:

At this time, the Company is unable to determine if it will be able to benefit from its deferred tax asset. There are limitations on the utilization of net operating loss carryforwards, including a requirement that losses be offset against future taxable income, if any. In addition, there are limitations imposed by certain transactions which are deemed to be ownership changes. Accordingly, a valuation allowance has been established for the entire deferred tax asset.

 

 

 

5.  Stockholders' Equity

Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $0.001 per share. No shares of preferred stock have been issued or outstanding since Inception (April 2, 2008).

Common Stock

The Company is authorized to issue 100,000,000 shares or common stock with a par value of $0.001 per share.

No shares of common stock were issued during the Six months ended January 31, 2018 or 2017.

There were 3,018,000 shares of common stock issued and outstanding at January 31, 2018.

6.    Subsequent Events

In accordance with ASC 855, "Subsequent Events", the Company has evaluated subsequent events through the date of issuance of these unaudited financial statements and has determined that it did not have any material recognizable subsequent events to report.

 

Item 2. Management's Discussion and Analysis or Plan of Operation Overview

This discussion updates our business plan for the Six month period ending January 31, 2018. It also analyzes our financial condition at January 31, 2018, and compares it to our financial condition at July 31, 2017. This discussion and analysis should be read in conjunction with our audited financial statements for the year ended July 31, 2017, including footnotes, contained in our Annual Report on Form 10-K, and with the unaudited financial statements for the interim period ended January 31, 2018, including footnotes, which are included in this quarterly report.

 

Overview

PhotoAmigo, Inc. ("the Company", "PhotoAmigo", "we", "us" or "our") was incorporated in the State of Nevada on April 2, 2008 ("Inception"). Since Inception, we have engaged in activities to formulate and implement our business plan which is to develop photographic sharing and networking through its website PhotoAmigo.com

Ability to continue as a "going concern". The independent registered public accounting firm's reports on our financial statements as of July 31, 2017 and July 31, 2016 includes a "going concern" explanatory paragraph that describes substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to the factors prompting the explanatory paragraph are discussed in the financial statements, including footnotes thereto.

Plan of Operation

We provide social networking and photo sharing from our website PhotoAmigo.com. We also maintain the domain names PhotoAmigo.net, fotoamigo.com and fotoamigo.net. These domain names all redirect incoming traffic to our main website, PhotoAmigo.com.

We need to continue development of the features on the website and attract additional subscribers. PhotoAmigo believes that its brand, product offering and future enhancements will continue to attract users and will make it a premier destination for photo sharing. While there are established photo sharing sites on the Internet, we believe that the continued growth of sharing photos and photo blogging will create an opportunity for additional sites. Our strategy is to engage users by offering free photo sharing and social networking services. We believe that by offering a full suite of services for free, we can eventually get users to upgrade their membership for more photo sharing storage space.

 

To become a viable enterprise, we must further increase the number of members visiting out site and convert members from free membership to paid membership.

 

We are unable, at this time, to predict when, if ever, our objectives will be achieved.

Liquidity and Capital Resources

As of January 31, 2018, we had a working capital deficit of $(35,030), comprised of $1,117 in cash and $36,147 of current liabilities.This represents a decrease in the working capital of $13,350 from the working capital deficit balance of $(21,680) reported as of July 31, 2017 which comprised cash of $1,928 and current liabilities, comprising current liabilities of $23,608.

Our lack of capital resources will require us to obtain additional funding to achieve our photo sharing website development goals. In the past we have relied on issuances of common stock to fund our operations.

We may seek additional financing in the form of debt or equity. There is no assurance that we will be able to obtain any needed financing on favorable terms, or at all, or that we will find qualified purchasers for the sale of our stock. Any sales of our securities would dilute the ownership of our existing investors.

We currently have no written or firm agreement regarding future funding requirements, and we may curtail our efforts or cease activities entirely.

Future Capital Expenditures

As of January 31, 2018, we have no plans or commitments to acquire capital assets.

 

Results of Operations – Three Months Ended January 31, 2018 Compared to the Three Months Ended January 31, 2017.

Revenue

We recognized no revenue in the three months ended January 31, 2018 or 2017 as our limited operations have not generated revenue yet.

Operating Expenses

Operating expenses increased to $11,987 for the three months ended January 31, 2018, compared to $7,277 during the comparable period of 2017. During the three months ended January 31, 2018, website development costs increased $1,859, legal and accounting fees increased by $2,950,and general and administrative expenses increased by $100, while investor relations decreased by $199. Consistent with our current need to conserve capital resources, we try to reduce our marketing expenses, and certain general and administrative expenses but do not always succeed. Substantially all of our operating expenses are incurred in connection with activities to meet current reporting requirements for a public company and there was no material change in the nature or extent of those activities.

Net Loss

For the three months ended January 31, 2018, we recorded a net loss of $12,137 compared to a net loss for the corresponding period of 2017 of $7,322 or an increase in losses of $4,815 due to the factors discussed above.

Results of Operations – Six Months Ended January 31, 2018 Compared to the Six Months Ended October 31, 2017.

Revenue

We recognized no revenue in the six months ended January 31, 2018 or 2017.

Operating Expenses

Operating expenses decreased to $13,563 for the six months ended January 31, 2018, compared to $9,353 during the comparable period of 2017. During the six months ended January 31, 2018, website development costs increased by $1,859, legal and accounting fees increased by $3,062, general and administrative expenses increased $146, while investor relations decreased by $857 compared to the six months ended January 31, 2017. Consistent with our current need to conserve capital resources, we try to reduce our marketing expenses, and certain general and administrative expenses but do not always succeed. Substantially all of our operating expenses are incurred in connection with activities to meet current reporting requirements for a public company and there was no material change in the nature or extent of those activities.

Net Loss

For the Six months ended January 31, 2018, we recorded a net loss of $13,820 compared to a net loss for the corresponding period of 2017 of $9,412 or an increase in losses of $4,408 due to the factors discussed above.

 

 

Cash Flows – Six Months Ended January 31, 2018 Compared to the Six Months Ended January 31, 2017

Operating Activities

During the six months ended January 31, 2018 we used $13,474 in operating activities compared to the $8,841 used in the operations during the six months ended January 31, 2017. During the six months ended January 31, 2018, we recorded losses of $13,820, incurred non cash depreciation of $470 and accounts payable decreased by $381. Additionally the increase in interest payable of $257 is from accrued rather than paid interest and is a non-cash using item. By comparison, during the six months ended January 31, 2017, we recorded losses of $9,412, incurred non-cash depreciation of $470, and accounts payable increased by $42 while accrued interest increased by $59.

Investing activities

During the six months ended January 31, 2018 and January 31, 2017 we did not purchase any capital assets, we neither used, nor generated funds from investing activities.

Financing activities

During the six months ended January 31, 2018, four shareholders loaned the Company $12,663 to finance the Company's ongoing activities. The shareholders did not receive any equity for these loans and they are repayable by, the company. Accordingly, these funds have been accounted for as loans. For the period ending January 31, 2017 we received $9,980 from loans from 4 shareholders.

Critical Accounting Policies

Our significant accounting policies are disclosed in Note 1 of the footnotes to our unaudited financial statements above. There have been no changes in our critical accounting policies since our most recent audit dated July 31, 2017.

Forward-Looking Statements

This Form 10-Q contains or incorporates by reference "forward-looking statements," as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others:

-

statements concerning the benefits that we expect will result from our business activities and results of business development that we contemplate or have completed, such as increased revenues; and statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this document or may be incorporated by reference to other documents that we will file with the SEC. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates" or similar expressions used in this report or incorporated by reference in this report.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in those statements.

Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied. We caution you not to put undue reliance on these statements, which speak only as of the date of this report. Further, the information contained in this document or incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions.

 

 

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

 

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision of our management, including our Chief Executive Officer and Chief Financial Officer (principal financial officer), 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) of the Exchange Act) as of the end of the period covered by this Annual Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of January 31, 2018, our disclosure controls and procedures were not effective to ensure that information we are required to disclose in 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 due to material weaknesses in our internal controls described below.

Management's Report on Internal Control over Financial Reporting

Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We were not subject to any legal proceedings during the six month periods ended January 31, 2018 or 2017 and, to the best of our knowledge, no legal proceedings are pending or threatened.

Item 1A. Risk Factors.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

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

No equity securities were sold during the six month period ended January 31, 2018 or 2017.

Item 3. Defaults Upon Senior Securities.

No senior securities were issued or outstanding during the six month periods ended January 31, 2018 or 2017.

Item 4. Mine Safety Disclosures

Not applicable to our Company.

Item 5. Other Information.

None

Item 6. Exhibits.

a. Exhibits

101                      Interactive Data Files

 

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.