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[June 27, 2014]
UA GRANITE CORP - 10-K - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Edgar Glimpses Via Acquire Media NewsEdge) OVERVIEW -13- UA Granite Corporation (the "Company" or "we") was incorporated in the State of Nevada on February 14, 2013 and has a fiscal year end of March 31. We are a development stage Company. Implementing our planned business operation is dependent on our ability to raise approximately $82,693.
Going Concern To date the Company has little operations and no revenues, and consequently has incurred recurring losses from operations. No revenues are anticipated until we complete the financing described in our Registration Statement on Form S-1, as amended (File No. 333-189414; the "October 2013 Form S-1") and declared effective by the Securities and Exchange Commission on October 23, 2013, and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern.
Our activities have been financed primarily from the proceeds of share subscriptions. As of March 31, 2014, Myroslav Tsapaliuk, our sole officer and director had advanced us a total of $5,123. On December 12, 2013, the Company entered into agreements to sell 650,000 common shares from the October 2013 Form S-1 to 28 purchasers for total proceeds of $26,001 for an offering of shares from the October 2013 Form S-1. On February 14, 2013, we offered and sold 5,000,0000 shares of common stock to Myroslav Tsapaliuk, our sole officer and director, for aggregate proceeds of $50.
The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.
PLAN OF OPERATION We are a development stage company with very limited financial backing and assets. We are only in the early stages of developing our business. We currently have nominal revenues and an extremely limited operating history, and few current clients for our services. We anticipate that we will not be profitable for at least 24-30 months from the date hereof, which is dependent on completion of a financing of $82,693 to complete our plan of operation disclosed in the October 2013 Form S-1. From inception until the date of this filing we have had limited operating activities, primarily consisting of the incorporation of our company, the initial equity funding by our officer and director and conducting our public offering under the October 2013 Form S-1.
We currently have only one employee, our sole office and director, Myroslav Tsapaliuk. During the first stages of our company's growth, our sole officer and director will provide his time free of charge to execute our business plan at no charge. Since we intend to operate with very limited administrative support, the officer and director will continue to be responsible for administering the company for at least the first year of operations. Management has the intention at this time to hire one consultant during the first year of operations, subject to financing. Due to limited financial resources, Mr. Tsapaliuk is planning to dedicate 20 hours per week to managing our business.
We cannot guarantee we will be successful in our business operations. Our business is subject to all of the risks inherent in the establishment of a new business enterprise and we are at least 12 months away from generating any meaningful revenue.
In the next twelve months we plan to engage in the following activities to expand our business operations, using funds as follows: -14- Establishment of Our Office Month 1-2: Myroslav Tsapaliuk, our President, will take care of our initial administrative duties. If less than 75% of the shares in this offering are sold, Mr. Tsapaliuk will continue to work office presently provided by him, at no cost to us. If we sell 75% of the shares in this offering, we will spend up to $4,000 to set up an office. If we sell 100% of the shares in this offering we will spend up to $6,000 to set up an office. The office, if and when setup, will be used for initial communication with supplier and distributors and hold all related samples and paperwork.
Development of Our Website Months 3-5: During this period, we intend to develop our website. We plan to hire a web designer to help us with the design and development of our website.
We do not have any written agreements with any web designers at the present time. The website development costs, including site design and implementation will be $693 (for initial design and planning) -$8,000 (for completion).
Updating and improving our website will continue throughout the lifetime of our operations.
Negotiation With Potential Customers (Distributors And Brokers) Months 5-12: We hope to negotiate agreements with national hardware and garden store chains and medium-sized retail and wholesale flooring companies. We do not have any written agreements with them at current time but we will be shipping samples from Ukraine directly to several buyers in order to secure contracts with these companies. Shipping samples to our main prospects should cost no more than $10,000 in expenses, that will include samples and shipping from Ukraine to the United States. As soon as we get approval from potential buyers the product will be shipped directly from manufacturer to the buyer.
Marketing -15- Months 5-12: We plan to advertise through home decor trade shows and a road show campaign at the stores of our future customers, distributors and brokers. We intend to develop and maintain a database of potential customers who may want to purchase granite products from us. We will follow up with these clients periodically, send them our new catalogues and offer them presentations and special discounts from time to time. We plan to print catalogues and flyers and mail them to potential customers. We intend to use marketing strategies, such as web advertisements, direct mailing, and phone calls to acquire potential customers. If we sell less than 50% of the shares in this offering, we will not spend any funds on marketing. If we sell 50% of the shares in this offering, we will spend $20,000 on marketing efforts during the first year. If we sell 75% of the shares in this offering, the amount we spend on marketing will increase to $30,000. If we sell 100% of the shares in this offering, the amount we spend on marketing will increase to $36,000. Marketing is an ongoing matter that will continue during the life of our operations.
Hire a Salesperson Months 8-10: We intend to hire one salesperson with experience and established network in the building material distribution industry. The salesperson's job would be to find new potential customers, and to execute agreements with them to buy our granite products. If we sell less than 75% of the shares in this offering, we will not hire a sales person. If we sell 75% or more of the shares in this offering, we will spend between $2,693 and $12,693 on hiring a salesperson.
We currently do not have any arrangements regarding the October 2013 Form S-1 or following October 2013 Form S-1 for further financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain further financing, the successful development of our planned business consulting services, a successful marketing and promotion program, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. There are no assurances that we will be able to obtain further funds required for our continued operations. Even if additional financing is available, it may not be available on terms we find favorable. At this time, there are no anticipated sources of additional funds in place. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business.
We will require additional funding to commence with our plan of operation; we have no current plans on how to raise the additional funding. We cannot provide any assurance that we will be able to raise sufficient funds to proceed with our plan of operation.
RESULTS OF OPERATIONS We have generated no revenues since inception on February 14, 2013, and have incurred $25,703 in expenses from inception through March 31, 2014.
For the year ended March 31, 2014, we incurred $23,915 in operating expenses, comprised of $9,705 in professional fees, $12,500 in consulting costs and $1,307 in general and administrative expenses. For the year ended March 31, 2013, we incurred $2,191 in operating expenses, consisting of $2,000 in professional fees and $191 in general and administrative expenses.
Our net loss since inception (February 14, 2013) through March 31, 2014 was $26,106.
The following table provides selected financial data about our company for the years ended March 31, 2014 and 2013.
Balance Sheet Data March 31, 2014 March 31, 2012 Cash and Cash Equivalents $ 19,971 $ 4,982 Total Assets $ 19,971 $ 4,982 Total Liabilities $ 19,923 $ 1,887 Shareholders' Equity $ 14,467 ) $ 7,123 GOING CONCERN We have never garnered any revenues and we are still devoting substantially all of our efforts on establishing the business and, therefore, we are a development stage company. From inception to March 31, 2014, the Company had accumulated losses of $26,106. Our independent public accounting firm included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going -16- concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent public accounting firm. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
LIQUIDITY AND CAPITAL RESOURCES At March 31, 2014, we had a cash balance of $19,971. Our expenditures over the next 12 months are expected to be approximately $82,693.
At March 31, 2014, our cash position increased to $19,971 from a cash position of $4,982 at March 31, 2013.
We must raise approximately $82,693, to complete our plan of operation for the next 12 months. Additionally, we anticipate spending an additional $15,000 on general and administration expenses and complying with reporting obligations, and general administrative costs. Additional funding will likely come from equity financing from the sale of our common stock, if we are able to sell such stock. If we are successful in completing an equity financing, existing stockholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operation. In the absence of such financing, our business will fail.
There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our business and our business will fail.
OFF BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation - Our financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company's fiscal year-end is March 31.
Use of Estimates - The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us July differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.
Cash and Cash Equivalents - The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. We had no cash equivalents at March 31, 2014 or March 31, 2013.
Development Stage Entity - The Company complies with FASB guidelines for its description as a development stage company.
Income Taxes - The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company computes tax -17- asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
Loss Per Common Share - The Company reports net loss per share in accordance with provisions of the FASB. The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of March 31, 2014, and June 30, 2104, there were no common stock equivalents outstanding.
Fair Value Of Financial Instruments - Pursuant to ASC No. 820, "Fair Value Measurements and Disclosures", the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of March 31, 2014, and March 31, 2013. The Company's financial instruments consist of cash. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.
Recently Issued Accounting Standards- In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: º Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and º Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.
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