RENAVOTIO, INC. - Quarter Report: 2013 December (Form 10-Q)
| U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 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 December 31, 2013
[ ] 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. 333-188401
ALTIMO GROUP CORP.
(Exact name of registrant as specified in its charter)
| Nevada (State or Other Jurisdiction of Incorporation or Organization) | 2024 (Primary Standard Industrial Classification Number) | EIN 99-0385424 (IRS Employer Identification Number) |
Józefa Bema 6A, Bydgoszcz, 85-001, Poland
Phone: +48 601 212 388
Email: altimogroupcorp@gmail.com
(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[ ]
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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 [X] No [ ]
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[ X ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
| Class | Outstanding as of January 21, 2014 |
| Common Stock: $0.001 | 9,400,000 |
| PART 1 | FINANCIAL INFORMATION | |
| Item 1 | Financial Statements (Unaudited) | 4 |
|
| Balance Sheets | 4 |
|
| Statements of Operations | 5 |
| | Statements of Cash Flows | 6 |
| | Notes to Financial Statements | 7 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 12 |
| Item 4. | Controls and Procedures | 12 |
| PART II. | OTHER INFORMATION | |
| Item 1 | Legal Proceedings | 14 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
| Item 3 | Defaults Upon Senior Securities | 14 |
| Item 4 | Mine Safety Disclosures | 14 |
| Item 5 | Other Information | 14 |
| Item 6 | Exhibits | 14 |
| | Signatures | 15 |
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ALTIMO GROUP CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
| ASSETS | December 31, 2013 (unaudited) | March 31, 2013 (audited) | |
| Current Assets | | | |
| Cash and cash equivalents | $ 12,360 | $ 6,408 | |
| Total Current Assets | 12,360 | 6,408 | |
| | | | |
| Other Assets | | | |
| Equipment deposit | 8,099 | 1,620 | |
| | | | |
| | | | |
| Total Assets | $ 20,459 | $ 8,028 | |
| | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
| Liabilities | | | |
| Current Liabilities | | | |
| Accounts payable | 6,479 | - | |
| Loan from director | 3,500 | 100 | |
| Total Liabilities | 9,979 | 100 | |
| | | | |
| Stockholders’ Equity | | | |
| Common stock, par value $0.001; 75,000,000 shares authorized, 9,400,000 and 8,000,000 shares issued and outstanding at December 31 and March 31, 2013, respectively | 9,400 | 8,000 | |
| Additional paid in capital | 12,600 | - | |
| Deficit accumulated during the development stage | (11,520) | (72) | |
| Total Stockholders’ Equity | 10,480 | 7,928 | |
| | | | |
| Total Liabilities and Stockholders’ Equity | $ 20,459 | $ 8,028 | |
See accompanying notes to financial statements.
F-1
.
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ALTIMO GROUP CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
| | For the three month period ended December 31, 2013 | For the nine month period ended December 31, 2013 | For the period from January 30, 2013 (Inception) to December 31, 2013 |
| | | | |
| REVENUES | $ - | $ - | $ - |
| | | | |
| OPERATING EXPENSES | | | |
| Bank service charges | 153 | 409 | 481 |
| Business license and permits | - | 167 | 167 |
| Professional fees | 1,870 | 10,872 | 10,872 |
| TOTAL OPERATING EXPENSES | 2,023 | 11,448 | 11,520 |
| | | | |
| LOSS FROM OPERATIONS | (2,023) | (11,448) | (11,520) |
| | | | |
| LOSS BEFORE INCOME TAXES | (2,023) | (11,448) | (11,520) |
| | | | |
| PROVISION FOR INCOME TAXES | - | - | - |
| | | | |
| NET LOSS | $ (2,023) | $ (11,448) | $ (11,520) |
| | | | |
| NET LOSS PER SHARE: BASIC AND DILUTED | $ (0.00)* | $ (0.00)* | |
| | | | |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 8,061,538 | 8,020,438 | |
‘ * denotes a loss of less than $(0.01) per share.
See accompanying notes to financial statements.
F-2
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ALTIMO GROUP CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
| | For the nine month period ended December 31, 2013 | For the period from January 30, 2013 (Inception) to December 31, 2013 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | | |
| |
| Net loss for the period | $ (11,448) | $ (11,520) |
| |
| | | |
| |
| | | |
| |
| CASH FLOWS USED IN OPERATING ACTIVITIES | (11,448) | (11,520) |
| |
| | | |
| |
| | | |
| |
| CASH FLOWS FROM INVESTING ACTIVITIES | | |
| |
| Equipment deposits | | (1,620) |
| |
| CASH FLOWS USED BY INVESTING ACTIVITIES | | (1,620) |
| |
| | | |
| |
| CASH FLOWS FROM FINANCING ACTIVITIES | | |
| |
| Proceeds from sale of shares of common stock | 14,000 | 22,000 |
| |
| Loans from director | 3,400 | 3,500 |
| |
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 17,400 | 25,500 |
| |
| | | |
| |
| NET INCREASE IN CASH | 5,952 | 12,360 |
| |
| | | |
| |
| Cash, beginning of period | 6,408 | 0 |
| |
| | | |
| |
| Cash, end of period | $ 12,360 | $ 12,360 |
| |
| | | |
| |
| SUPPLEMENTAL CASH FLOW INFORMATION: | | |
| |
| Interest paid | $ - | $ - |
| |
| Income taxes paid | $ - | $ - |
| |
See accompanying notes to financial statements.
F-3
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ALTIMO GROUP CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED DECEMBER 31, 2013 AND
THE PERIOD FROM JANUARY 30, 2013 (INCEPTION) TO DECEMBER 31, 2013
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Altimo Group Corp. is a development stage company incorporated in the State of Nevada on January 30, 2013 (“Inception”) to place and operate frozen yogurt making machines. Altimo Group Corp. will position itself to take full advantage of serving frozen yogurt snack food to customers.
NOTE 2 – GOING CONCERN
The Company has incurred a loss since Inception (January 30, 2013) resulting in an accumulated deficit of $11,520 as of December 31, 2013 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, loans from directors and, or, the private placement of common stock.
Because of the Company’s history of losses, its independent auditor, in the report on the financial statements for the period from Inception (January 30, 2013) to March 31, 2013, expressed substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Unaudited Interim Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with the instructions from Regulation S-X and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim period(s), and to make the financial statements not misleading, have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim period(s) are not necessarily indicative of operations for a full year.
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Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
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.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a March 31 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $12,360 of cash as of December 31, 2013 and $ 6,408 as of March 31, 2013.
Fair Value of Financial Instruments
ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The Company’s financial instruments consist of cash and cash equivalents, accounts payable and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due their short term maturity.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
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.
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Revenue Recognition
The Company will recognize revenue in accordance with ASC. 605, “Revenue Recognition”. ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the three and nine month periods ended December 31, 2013.
Stock-Based Compensation
As of December 31, 2013, the Company has not issued any stock-based payments to its employees.
Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. For the three and nine month periods ended December 31, 2013 there were no potentially dilutive securities 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 for these periods.
Recent Accounting Pronouncements
Altimo Group Corp. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
NOTE 4 – EQUIPMENT DEPOSITS
During the period from January 30, 2013 (Inception) to March 31, 2013, the Company paid $1,620 as a deposit to acquire equipment to make yogurt.
During the nine months ended December 31, 2013, the Company was invoiced for the balance of $6,479 required to complete the purchase of the equipment. However, as at December 31, 2013, the invoice had not been paid and the Company has not taken possession of the equipment.
It is anticipated that the Company will pay the $6,479 balance due and take possession of the equipment when it is ready to commence operations which is estimated to take place during the second quarter of 2014.
NOTE 5 – LOAN FROM DIRECTOR
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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. 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.
As of December 31, 2013, a director had loaned $3,500 to the Company to fund its business operations.
The loan is unsecured, non-interest bearing and due on demand.
NOTE 6 – COMMON STOCK
The Company is authorized to issue 75,000,000 shares of common stock with a par value of $0.001 per share.
On March 13, 2013, the Company issued 8,000,000 shares of common stock to a director for cash proceeds of $8,000 at $0.001 per share.
On December 27, 2013, the Company issued 1,400,000 shares of common stock for cash proceeds of $14,000 at $0.01 per share.
There were 9,400,000 shares of common stock issued and outstanding as of December 31, 2013.
NOTE 7 – COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property.
An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 8 – INCOME TAXES
As of December 31, 2013, the Company had net operating loss carry forwards of approximately $11,520 that may be available to reduce future years’ taxable income in varying amounts through 2031. Future tax benefits which may 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.
The provision for Federal income tax consists of the following:
| | Three Months Ended December 31, 2013 | Nine Months Ended December 31, 2013 |
| Federal income tax benefit attributable to: | | |
| Current Operations | $ 688 | $ 3,892 |
| Less: valuation allowance | (688) | (3,892) |
| Net provision for Federal income taxes | $ - | $ - |
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The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
| | As at December 31, 2013 |
| Deferred tax asset attributable to: | |
| Net operating loss carryover | $ 3,917 |
| Less: valuation allowance | (3,917) |
| Net deferred tax asset | $ - |
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $11,520 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, “Subsequent Events”, the Company has analyzed its operations subsequent to December 31, 2013 to the date these financial statements which were issued on January 21, 2014, and has determined that it does not have any material subsequent events to disclose in these financial statements.
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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, we have no employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.
Results of Operation
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.
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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 and Nine Months Period Ended December 31, 2013
Revenue
During the three and nine months period ended December 31, 2013 we did not generated any revenue as we are a development stage company and have not commenced operations as yet.
Operating Expenses
During the three and nine months period ended December 31, 2013, our operating expenses were $2,023 and $11,448 respectively. Our operasting expenses comprised bank service charges, business license and permits and professional fees.
Net Loss
Our net loss for the three and nine month period ended December 31, 2013 was $2,023 and $11,448, respectively due to the factors outlined above.
Liquidity and Capital Resources
Nine Month Period Ended December 31, 2013
As at December 31, 2013, our total assets were $20,459 compared to $8,028 at March 30, 2013. Our total assets comprised $12,360 in cash and equipment deposit of $8,099 at December 31, 2013 and $6,408 cash and $1,620 equipment deposits at March 31, 2013. As at December 31, 2013, our current liabilities were $9,979 compared to $100 at March 31, 2013. Stockholders’ equity was $ 10,480 as of December 31, 2013 compare to stockholders' equity of $7,928 as of March 31, 2013.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the nine months period ended December 31, 2013, net cash flows used in operating activities was $(11,448) which arose due to the loss we incurred in the period.
Cash Flows from Investing Activities
For the nine months period ended December 31, 2013 we neither generated or used cash flow from investing activities.
Cash Flows from Financing Activities
We have financed our operations primarily from the sale of shares of our common stock and a loan from our director. For the nine months period ended December 31, 2013, cash flow from financing activities was $17,400, $14,000 from the sale of shares of our common stock and $3,400 for a lona form our director.
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 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
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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. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, we do not have any offbalance 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 March 31, 2013 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.
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
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 December 31, 2013. Based on that evaluation, our management concluded that our disclosure controls and procedures were not 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 December 31, 2013 that has materially affected, or is reasonably likely to materially affect, our 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
On March 13, 2013 we issued 8 million restricted shares of our common stock for cash consideration of $8,000 to our sole director and officer pursuandt to Section 4(2) of the Securities Act of 1933 as he is a sophisticated investor and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of these shares and general solicitation was not made to anyone.
On December 27, 2013, the Company issued 1,400,000 shares of common stock for cash proceeds of $14,000 at $0.01 per share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibits:
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of 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.
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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.
| | Altimo Group Corp. |
| Dated: January 21, 2014 | By: /s/ Marek Tomaszewski |
| | Marek Tomaszewski, President and Chief Executive Officer and Chief Financial Officer |
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