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ME Renewable Power Corp - Quarter Report: 2016 March (Form 10-Q)

Form 10-Q


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


 

 

[X]

QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016

 

 

 

OR

 

 

 

[ ]

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


COMMISSION FILE NO. 333-202234


JAREX SOLUTIONS CORP.

 (Exact name of registrant as specified in its charter)



 

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

30-0845224

IRS Employer Identification Number

7372

Primary Standard Industrial Classification Code Number

Puces iela 47 dz.40, Riga,

Latvia, LV-1082

Tel.  +37128102618




 (Address and telephone number of principal executive offices)


Check whether the issuer (1) 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 last 90 days.
YES [] NO [X ]


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,” “non-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 [X] NO [  ]


State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 7,375,000 as of April 18, 2016.




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TABLE OF CONTENTS




PART I FINANCIAL INFORMATION

 

ITEM 1

FINANCIAL STATEMENTS

3

   

 CONDENSED BALANCE SHEETS(unaudited)

3

      

 CONDENSED STATEMENTS OF OPERATIONS (unaudited)

4

 

 CONDENSED STATEMENTS OF CASH FLOWS (unaudited)

5

 

 NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

6

ITEM 2.   

MANAGEMENT’S 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

11


PART II OTHER INFORMATION

 

ITEM 1   

LEGAL PROCEEDINGS

11

ITEM 2.  

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

11

ITEM 3   

DEFAULTS UPON SENIOR SECURITIES

11

ITEM 4      

MINE SAFETY DISCLOSURES

11

ITEM 5  

OTHER INFORMATION

11

ITEM 6      

EXHIBITS

12

 

SIGNATURES

12




2



 




 

 

 

 

JAREX SOLUTIONS CORP.

 CONDENSED BALANCE SHEETS

(UNAUDITED)

 

MARCH 31, 2016

DECEMBER 31, 2015

ASSETS

 

 

Current Assets

 

 

 

Cash

$      235

$    14,535

 

Prepaid expenses

8,333

-

 

Total current assets

8,568

14,535

 

 

 

Fixed Assets, net of  $484 and $375 accumulated depreciation

823

932

 

 

 

Total assets                                                         

$    9,391

$    15,467


LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

Liabilities

 

Current liabilities

 

 

Loans from shareholder

$  11,074

$   11,074

Total current liabilities

11,074

11,074

 

 

 

Total liabilities

11,074

11,074

 

 

Commitments and Contingencies

 

 

 

Stockholders’ Equity (Deficit)

 

  

Common stock, $0.001 par value, 75,000,000 shares authorized;

 

 

 

7,375,000 shares issued and outstanding

7,375

7,375

 

Additional paid-in-capital

26,125

26,125

 

Accumulated deficit

(35,183)

(29,107)

Total stockholders’ equity (deficit)

(1,683)

4,393

 

 

 

Total liabilities and stockholders’ equity (deficit)

$     9,391

$   15,467


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



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JAREX SOLUTIONS CORP.

CONDENSED  STATEMENTS OF OPERATIONS

(UNAUDITED)

 

THREE MONTHS ENDED

 MARCH 31, 2016

THREE MONTHS ENDED

MARCH 31, 2015

 

 

 

 

 

Revenues

$                -

$               -

 

 

 

 

 

Operating Expenses

 

 

 

General and administrative expenses

6,076

6,918

 

Total operating expenses

6,076

6,918

 

 

 

 

 

Loss before income taxes

(6,076)

(6,918)

 

 

 

 

 

Provision for income taxes

-

-

 

 

 

 

 

 

 

 

 

Net loss

$        (6,076)

$      (6,918)

 

 

 

 

 

Loss per common share – Basic & Diluted

$        (0.00)*

$      (0.00)*

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding-Basic & Diluted

7,375,000

6,000,000

 

 


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


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






4





JAREX SOLUTIONS CORP.

CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)

 

THREE MONTHS ENDED MARCH 31, 2016

THREE MONTHS ENDED MARCH 31, 2015

Cash flows from Operating Activities

 

 

 

Net loss

      $           (6,076)

$             (6,918)

 

Adjustments to reconcile net loss to net cash generated (used in) operating activities:

 

 

 

Depreciation

109

48

 

Prepaid expenses

(8,333)

-

 

Unearned revenue

-

2,000

 

Net cash provided by (used in) operating activities

(14,300)

(4,870)

 

 

 

 

 

Cash flows from Investing Activities

 

 

 

   Purchase of fixed assets

-

(1,307)

 

  Net cash provided by (used in)investing activities

-

(1,307)

 

 

 

Cash flows from Financing Activities

 

 

 

Loans from shareholder

-

3,000

 

Net cash provided by financing activities

-

3,000

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and equivalents

(14,300)

(3,177)

 

 

 

Cash and equivalents at beginning of the period

14,535

6,030

 

 

 

Cash and equivalents at end of the period

$              235

$            2,853

 

Supplemental cash flow information:

 

 

 

Cash paid for:

 

 

 

Interest                                                                                               

  $                   -

$                    -

 

Taxes                                                                                           

   $                   -

$                    -

Non-Cash Financing Activities

     $                   -

$                    -



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



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JAREX SOLUTIONS CORP.

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2016 and 2015

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

JAREX SOLUTIONS CORP. (“the Company”, “we”, “us” or “our”) was incorporated under the laws of the State of Nevada, U.S. on October 28, 2014 (Inception).  We commence operations in the business of Automatic Number Plate Recognition (“ANPR’) software development for businesses which have parking zones or access control on their sites. We intend to develop a software based on the ANPR technologies in Latvia.

NOTE 2 - GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred a loss since Inception (October 28, 2014) resulting in an accumulated deficit of $35,183 as of March 31, 2016 and further losses are anticipated in the development of its business.  Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.  

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.  

NOTE 3 – 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.



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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.

For the three month period ended to March 31, 2016 there were no potentially dilutive debt or equity instruments issued or outstanding and any such shares would have been excluded from the computation because they would have been anti-dilutive as the Company incurred losses in this period.

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 4 – RELATED PARTY TRANSACTIONS

In support of the Company’s 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 shareholders or directors. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances were considered temporary in nature and were not formalized by a promissory note.  

As of March 31, 2016 the shareholder of the Company advanced the Company $11,074 to cover the Company’s operating expenses. The balance at December 31, 2015 was $11,074 and the advances are non-interest bearing, due upon demand and unsecured.

NOTE 5 - INCOME TAXES

As of March 31, 2016, the Company had net operating loss carry forwards of approximately $35,183 that may be available to reduce future years' taxable income in varying amounts through 2036.  Future tax  benefits  which arise as a result of these losses have not been recognized in these  financial  statements, as their  realization  is determined  not likely to occur and  accordingly, the Company has recorded a valuation  allowance for the deferred tax asset  relating to these tax loss carry-forwards.

NOTE 6 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from March 31, 2016 to the date the financial statements were issued and has determined that there are no items to disclose.



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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.


General


JAREX SOLUTIONS CORP. (“the Company”, “we”, “us” or “our”)  was incorporated in the state of Nevada on October 28, 2014. We  develop ANPR software for companies that have parking zones or access control on their sites. We develop a software based on the ANPR technologies in Latvia. Our software is intended to provide easy-to-use, high quality and cost-effective automation and management solutions based on ANPR technology. We intend to design and operate our systems as either a stand-alone solution or to be integrated with existing access control equipment. We plan to develop a wide range of ANPR access control applications including car parking, gated communities, factories, corporate facilities, warehouses, restricted areas, private areas, airports and schools. We plan to sell software and hardware and we intend to develop software which is easily integrated into existing security and video surveillance systems as well as to develop custom solutions in addition to existing surveillance systems. The software is designed and created by our sole officer and president Jaroslavna Tomsa.


Our principal office address is located at Puces iela 47 dz.40, Riga, Latvia, LV-1082. Our plan of operation is forward-looking and there is no assurance that we will ever reach profitable operations.


RESULTS OF OPERATION


We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.


THREE MONTH PERIOD ENDED MARCH 31, 2016 COMPARED TO THREE MONTH PERIOD ENDED MARCH 31, 2015


REVENUE


During the three month periods ended March 31, 2016 and 2015 we have not generated any revenue.

 



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OPERATING EXPENSES


During the three month period ended March 31, 2016, we incurred general and administrative expenses of $6,076 compared to $6,918 during the three month period ended March 31, 2015. General and administrative expenses incurred during the three month periods ended March 31, 2016 and 2015 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.


NET LOSS


Our net loss for the three month period ended March 31, 2016 was $6,076 compared to $6,918 during the three month period ended March 31, 2015 due to the factors discussed above.



LIQUIDITY AND CAPITAL RESOURCES


THREE MONTH PERIOD ENDED MARCH 31, 2016  


As of March 31, 2016, our total assets were $9,391 compared to $15,467 in total assets at December 31, 2015. Total assets as of March 31, 2016 comprised cash of $235, prepaid expenses of $8,333 and $823 in fixed assets, less depreciation while as at December 31, 2015 total assets comprised cash of $14,535 and fixed assets of $932. As of March 31, 2016 and December 31, 2015, our current liabilities were $11,074 comprising of $11,074 a loan form shareholder.


Stockholders’ equity was $4,393 as of December 31, 2015 compared to Stockholders’ deficit of $1,683 as of March 31, 2016.   



CASH FLOWS FROM OPERATING ACTIVITIES


We have not generated positive cash flows from operating activities. For the three month period ended March 31, 2016, net cash flows used in operating activities were $14,300 compared to $4,870 during  the three month period ended March 31, 2015. For the three month period ended March 31, 2016, cash flow from operating activities consisted of a net loss of $6,076, reduced for cash flow purposes by non-cash depreciation expense of $109 and increase in prepaid expenses of $8,333. For the three month period ended March 31, 2015, cash flows from operating activities consisted of a net loss of $6,918, reduced for cash flow purposes by non-cash depreciation expense of $48 and unearned revenue of $2,000.


CASH FLOWS FROM INVESTING ACTIVITIES

For the three month periods ended March 31, 2016, we have not used any cash flows in investing activities compared to $1,307 used in investing activities for the purchase of a fixed asset during three month period ended March 31, 2015.


CASH FLOWS FROM FINANCING ACTIVITIES

For the three month period ended March 31, 2016, we have not provided any cash flow by financing activities, compared to $3,000 provided by financing activities during three month period ended March 31, 2015.




9




PLAN OF OPERATION AND FUNDING


We expect that working capital requirements will continue to be funded through a combination of our existing funds, further issuances of securities and loans from our principal shareholder. 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 three 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.


MATERIAL COMMITMENTS


As of March 31, 2016, we had no material commitments.


PURCHASE OF SIGNIFICANT EQUIPMENT


We do not intend to purchase any significant equipment during the next twelve months.


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.


GOING CONCERN


The independent auditors' audit report accompanying our December 31, 2015 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not applicable for smaller reporting companies. 



10



ITEM 4. CONTROLS AND PROCEDURES


Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us 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 Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2016. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended March 31, 2016 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


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 sale of unregistered equity securities was completed during the three and three months ended March 31, 2016.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


No senior securities were issued of outstanding during the three and three months ended March 31, 2016.


ITEM 4. MINE SAFETY DISLOSURES


No applicable to our Company.


ITEM 5. OTHER INFORMATION


None.

 



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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 Interactive data files pursuant to Rule 405 of Regulation S-T. 





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.


 

JAREX SOLUTIONS CORP.

Dated: April 18, 2016

By: /s/ Jaroslavna Tomsa

 

Jaroslavna Tomsa

President and Chief Executive Officer and Chief Financial Officer







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