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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended May 31, 2017

 

Commission File Number 333-203754

 

T-BAMM

(Exact name of registrant as specified in its charter)

 

Nevada

 

47-3176820

(State or other jurisdiction of incorporation or organization)

 

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

 

16th Floor, Building #2, No.1250, Zhongshan North 1st Road, Hongkou District, Shanghai City, China

(Address of principal executive offices)(Zip Code)

 

+86 021 31839888

(Registrant’s telephone number, including area code)

 

N/A

(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    x No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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    x No

 

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

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

Emerging growth company

¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 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). x Yes    ¨ No

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court  ¨ Yes    ¨ No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

As of July 13, 2017, there were 48,750,000 shares of common stock issued and outstanding.

 

 
 
 
 

TABLE of CONTENTS

 

PART I—FINANCIAL INFORMATION

 

 

 

 

 

Item 1.

Condensed Financial Statements

 

3

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

10

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

11

 

 

 

Item 4.

Controls and Procedures

 

11

 

 

 

PART II—OTHER INFORMATION

 

 

 

 

 

Item 1.

Legal Proceedings

 

12

 

 

 

Item 1A.

Risk Factors

 

12

 

 

 

Item 2.

Unregistered Sales of Securities and Use of Proceeds

 

12

 

 

 

Item 3.

Defaults Upon Senior Securities

 

12

 

 

 

Item 4.

Mine Safety Disclosures

 

12

 

 

 

Item 5.

Other Information

 

12

 

 

 

Item 6.

Exhibits

 

13

 

 

 
2
 
 

 

PART I—FINANCIAL INFORMATION

 

Item 1. Condensed Financial Statements.

 

T-BAMM

FINANCIAL STATEMENTS

 

MAY 31, 2017

 

CONDENSED BALANCE SHEETS

 

 

4

 

 

 

 

 

 

CONDENSED STATEMENT OF OPERATIONS

 

 

5

 

 

 

 

 

 

CONDENSED STATEMENT OF CASH FLOWS

 

 

6

 

 

 

 

 

 

NOTES TO FINANCIAL STATEMENTS

 

 

7

 

 
 
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T-BAMM

CONDENSED BALANCE SHEETS

 

 

 

May 31,

 

 

February 28,

 

 

 

2017

 

 

2017

 

 

(UNAUDITED)

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 74

 

 

$ 140

 

Total Assets

 

 

74

 

 

 

140

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

 

10,718

 

 

 

353

 

Due to related parties

 

 

-

 

 

 

50,313

 

Total Current Liabilities

 

 

10,718

 

 

 

50,666

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

10,718

 

 

 

50,666

 

 

 

 

 

 

 

 

 

 

Stockholder's Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, par value $0.001; 75,000,000 shares authorized 48,750,000 shares issued and outstanding at May 31, 2017 and February 28, 2017

 

 

48,750

 

 

 

48,750

 

Additional paid-in capital

 

 

10,663

 

 

 

(40,000 )

Accumulated deficit

 

 

(70,057 )

 

 

(59,276 )

Total Liabilities and Stockholder's Equity

 

 

(10,644 )

 

 

(50,526 )

 

 

 

 

 

 

 

 

 

 

 

$ 74

 

 

$ 140

 

 

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

 

 
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T-BAMM

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

Three Months Ended
May 31,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

Sales, net

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

10,781

 

 

 

14,157

 

Loss from operations

 

 

(10,781 )

 

 

(14,157 )

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(10,781 )

 

 

(14,157 )

Provision for income taxes expense

 

 

-

 

 

 

-

 

Net loss

 

$ (10,781 )

 

$ (14,157 )

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED NET LOSS PER COMMON SHARE

 

$ (0.00 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED

 

 

48,750,000

 

 

 

48,750,000

 

 

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

 

 
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T-BAMM

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

Three Months Ended
May 31,

 

 

 

2017

 

 

2016

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$ (10,781 )

 

$ (14,157 )

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Increase in accounts payable

 

 

10,365

 

 

 

722

 

Increase in due to related parties

 

 

350

 

 

 

6,000

 

Net cash used in operating activities

 

 

(66 )

 

 

(7,435 )

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

 

(66 )

 

 

(7,435 )

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

Beginning

 

 

140

 

 

 

7,671

 

Ending

 

$ 74

 

 

$ 236

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flows

 

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

 

Income tax

 

$ -

 

 

$ -

 

Interest expense

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Non-cash financing and investing activities

 

 

 

 

 

 

 

 

Related party debt forgiven

 

$ 50,663

 

 

$ -

 

 

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

 

 
6
 
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T-BAMM

CONDENSED NOTES TO FINANCIAL STATEMENTS
MAY 31, 2017
(UNAUDITED)

 

NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN

 

T-Bamm was incorporated in the State of Nevada as a for-profit Company on February 19, 2015 and established a fiscal year end of February 28. The Company is organized to sell Bamboo T-Shirts over the internet.

 

Going concern

 

To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $70,057. As of May 31, 2017 and February 28, 2017, the Company has a working capital deficit of $10,644 and $50,526, respectively. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial 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. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of May 31, 2017, the Company has issued 1,000,000,000 founders shares at $0.000005 per share for net proceeds of $5,000 to the Company and private placements of 18,750,000 common shares at $0.0002 per share for net proceeds of $3,750. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation – Unaudited Financial Statements

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended February 28, 2017 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended May 31, 2017 are not necessarily indicative of the results that may be expected for the year ending February 28, 2018.

 

Use of Estimates and Assumptions

 

Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

 

Fair Value of Financial Instruments

 

The carrying amount of the Company’s financial assets and liabilities approximates their fair values due to their short term maturities.

 

Loss per Common Share

 

The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company’s net loss 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. Diluted loss per share are the same as basic loss per share due to the lack of dilutive items in the Company. For the three months ended May 31, 2017, and May 31, 2016, there were no common stock equivalents issued or outstanding.

 

 
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T-BAMM

CONDENSED NOTES TO FINANCIAL STATEMENTS
MAY 31, 2017
(UNAUDITED)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

  

Income Taxes

 

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

 

Stock-based Compensation

 

The Company follows ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options. As of May 31, 2017 the Company had not adopted a stock option plan nor had it granted any stock options. Accordingly no stock-based compensation has been recorded to date.

 

Classification

 

Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

 

Subsequent Event

 

Management has evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as of May 31, 2017 have been incorporated into these consolidated financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

 

 
8
 
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T-BAMM

CONDENSED NOTES TO FINANCIAL STATEMENTS
MAY 31, 2017
(UNAUDITED)

 

NOTE 3 – COMMON STOCK

 

The Company’s capitalization is comprised of 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.

 

On February 26, 2015, the Company issued 1,000,000,000 common shares at $0.000005 ($0.001 pre-split) per share to the sole director and President of the Company for cash proceeds of $5,000.

 

During December 2015, the Company issued 18,750,000 shares of its common stock at $0.0002 ($0.04 pre-split) for $3,750 in cash.

 

On January 25, 2016, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the company on a basis of 200 new common shares for 1 old common shares. All references in these financial statements to number of common shares, price per share and weighted average number of shares outstanding prior to the 200:1 forward split have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.

 

On January 25, 2016, the founding shareholder returned 970,000,000 (4,850,000 pre-split) restricted shares of common stock to treasury and the shares were subsequently cancelled by the Company.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

During the three months ended May 31, 2017, the Company received cash advances of $350 from its former CEO for working capital purpose. As of May 31, 2017, the total amount owing to the former CEO was $50,663. The amounts due to the related party are unsecured, and non-interest bearing, with no set terms of repayment.

 

On May 31, 2017 the former CEO of the Company forgave the related party loan to the Company of $50,663. This is reflected an increase in Additional-Paid-In-Capital in the financial statements.

 

 
9
 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

 

Results of Operations

 

For the three month period ended May 31, 2017 and May 31, 2016 we had no revenue. Expenses for the three months ended May 31, 2017 totaled $10,781 resulting in a Net Loss of $10,781. The Net Loss for the three months ended May 31, 2017 was a result of General and Administrative expense of $10,781 comprised primarily of professional fees and Filing fees. Expenses for the comparative three months ended May 31, 2016 totaled $14,157 resulting in a Net Loss of $14,157. The Net Loss for the three months ended May 31, 2017 was a result of General and Administrative expenses of $14,157 comprised primarily of professional fees, filing fees and transfer agent expenses.

 

Liquidity and Capital Resources

 

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. With the exception of cash advances from our sole Officer and Director, our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year.

 

As of May 31, 2017, we had $74 in cash as compared to $140 in cash at February 28, 2017. Total liabilities for the period ended May 31, 2017 were $10,718 compared to $50,666 in total liabilities at February 28, 2017. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status. On May 31, 2017 the former CEO of the Company forgave the related party loan to the Company of $50,663. This is reflected an increase in Additional-Paid-In-Capital in the financial statements.

 

Off-balance sheet arrangements

 

Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets

 

 
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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

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

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

 

In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in this Part II, Item 9A(T) as of May 31, 2017, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended May 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 
11
 
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PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

Currently we are not involved in any pending litigation or legal proceeding.

 

Item 1A. Risk Factors.

 

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

 

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

 

None

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mining Safety Disclosures.

 

None

 

Item 5. Other Information.

 

None

 

 
12
 
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Item 6. Exhibits.

 

31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

31.2

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *

32.1

Section 1350 Certification of Chief Executive Officer

32.2

Section 1350 Certification of Chief Financial Officer **

 

 

 

101

 

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

__________

* Included in Exhibit 31.1

 

** Included in Exhibit 32.1

 

 
13
 
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SIGNATURES*

 

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

 

 

 

T-BAMM

 

(Registrant)

 

       

Date: July 13, 2017

By: /s/ Jack Chen

 

 

Jack Chen
President and Director

 
   

Principal and Executive Officer

 
    Principal Financial Officer

Principal Accounting Officer

 

 

 

14