10-Q 1 f10q093017_10q.htm FORM 10Q QUARTERLY REPORT Form 10Q Quarterly Report

 

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, 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 September 30, 2017

 

[   ]  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. 000-55657

 

 

TYG SOLUTIONS CORP.

 (Exact name of registrant as specified in its charter)

 

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

46-2645343

IRS Employer Identification Number

7374

Primary Standard Industrial Classification Code Number

 

550 West C Street, Suite 2040

San Diego, CA 92101

(760) 607-8268

(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 [   ]

 

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

[   ] (Do not check if a smaller reporting company)

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 [   ] No [X]

 

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 [   ]

 

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 November 13, 2017

Common Stock, $0.0001

9,530,000

 


1



 

TYG SOLUTIONS CORP.

 

PART I

FINANCIAL INFORMATION

 

 

 

 

ITEM 1

FINANCIAL STATEMENTS (UNAUDITED)

3

 

 

 

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

12

 

 

 

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

15

 

 

 

ITEM 4

CONTROLS AND PROCEDURES

15

 

 

 

 PART II

 OTHER INFORMATION

 

 

 

 

ITEM 1

LEGAL PROCEEDINGS

17

 

 

 

ITEM 2 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

17

 

 

 

ITEM 3

DEFAULTS UPON SENIOR SECURITIES

17

 

 

 

ITEM 4

MINE SAFETY DISCLOSURES

17

 

 

 

ITEM 5

OTHER INFORMATION

17

 

 

 

ITEM 6

EXHIBITS

17

 

 

 

 

SIGNATURES

19

 


2



 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

 

TYG SOLUTIONS CORP

 

INDEX TO CONDENSED FINANCIAL STATEMENTS

September 30, 2017

 

 

 

Condensed Financial Statements-

 

 

 

Condensed Balance Sheets as of September 30, 2017 (Unaudited) and December 31, 2016

4

 

 

Condensed Statements of Operations for the Periods Ended September 30, 2017 and 2016 (Unaudited)

5

 

 

Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016 (Unaudited)

7

 

 

Notes to Condensed Financial Statements (Unaudited)

8


3



TYG SOLUTIONS CORP

Condensed Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

 

2017

 

2016

 

 

 

(Unaudited)

 

 

ASSETS

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash

$

6,106

$

28

 

Accounts receivable

 

-

 

10,000

 

Total current assets

 

6,106

 

10,028

 

 

 

 

 

 

 

Total assets

$

6,106

$

10,028

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Loan payable - related party

$

40,092

$

19,585

 

Accounts payable

 

-

 

16,818

 

Total current liabilities

 

40,092

 

36,403

 

 

 

 

 

 

Stockholders' Deficit:

 

 

 

 

 

Common stock, 200,000,000 shares authorized, par value $0.0001,

 

 

 

 

 

9,530,000 shares issued and outstanding

 

953

 

953

 

Additional paid in capital

 

34,797

 

34,797

 

Accumulated (Deficit)

 

(69,736)

 

(62,125)

 

Total stockholders' deficit

 

(33,986)

 

(26,375)

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

$

6,106

$

10,028

 

 

 

 

 

 

 

 

 

 

 

 

 

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


4



TYG SOLUTIONS CORP

Condensed Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

For The Three

 

For The Three

 

For The Nine

 

For The Nine

 

 

 

Months Ended

 

Months Ended

 

Months Ended

 

Months Ended

 

 

 

September 30,

 

September 30,

 

September 30,

 

September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

Revenue

$

-

$

-

$

6,154

$

34,970

Cost of revenues

 

-

 

-

 

-

 

21,000

 

Gross profit

 

-

 

-

 

6,154

 

13,970

 

 

 

 

 

 

 

 

 

 

General and Administrative expenses

 

4,055

 

6,411

 

13,765

 

14,963

 

Total operating expenses

 

4,055

 

6,411

 

13,765

 

14,963

 

 

 

 

 

 

 

 

 

 

 

Operating profit (loss)

 

(4,055)

 

(6,411)

 

(7,611)

 

(993)

 

 

 

 

 

 

 

 

 

 

 

Profit (loss) before income taxes

 

(4,055)

 

(6,411)

 

(7,611)

 

(993)

 

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Net profit (loss)

$

(4,055)

$

(6,411)

$

(7,611)

$

(993)

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

 

 

 

 

 

 

 

 

Earnings (Loss) Per Common Share

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of

 

 

 

 

 

 

 

 

 

Common Shares Outstanding

 

9,530,000

 

9,530,000

 

9,530,000

 

9,530,000

 

 

 

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


5



TYG SOLUTIONS CORP

Statement of Stockholders' Equity

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

Additional

 

Accumulated

 

Stockholders'

 

Common Stock

 

Paid in

 

Income

 

Equity

 

Shares

 

Amount

 

Capital

 

(Deficit)

 

(Deficit)

 

 

 

 

 

 

 

 

 

 

Balance - December 31, 2015

9,530,000

$

953

$

34,797

$

(30,101)

$

5,649

 

 

 

 

 

 

 

 

 

 

Net loss for the year

-

 

-

 

-

 

(32,024)

 

(32,024)

 

 

 

 

 

 

 

 

 

 

Balance - December 31, 2016

9,530,000

 

953

 

34,797

 

(62,125)

 

(26,375)

 

 

 

 

 

 

 

 

 

 

Net profit for the period

-

 

-

 

-

 

(7,611)

 

(7,611)

 

 

 

 

 

 

 

 

 

 

Balance - September 30, 2017

9,530,000

$

953

$

34,797

$

(69,736)

$

(33,986)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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


6



TYG SOLUTIONS CORP

Condensed Statements of Cashflows

(Unaudited)

 

 

 

 

 

 

 

 

 

For The Nine

 

For The Nine

 

 

 

Months Ended

 

Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2017

 

2016

 

 

 

 

 

 

OPERATING ACTIVITIES:

 

 

 

 

 

Net profit/(loss)

$

(7,611)

$

(993)

 

Adjustments to reconcile net loss to cash used

 

 

 

 

 

in operating activities:

 

 

 

 

 

Decrease (increase) in accounts receivable

 

10,000

 

(10,000)

 

Increase (decrease) in accounts payable

 

(16,818)

 

4,791

 

Increase (decrease) in customer advances

 

-

 

(24,970)

 

Net cash used in operating activities

 

(14,429)

 

(31,172)

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from related party loans

 

20,507

 

-

 

Repayment of related party loans

 

-

 

(16,624)

 

Cash provided by (used by) financing activities

 

20,507

 

(16,624)

 

 

 

 

 

 

Net change in cash

 

6,078

 

(47,796)

 

 

 

 

 

 

Cash, Beginning of Period

 

28

 

47,825

 

 

 

 

 

 

Cash, End of Period

$

6,106

$

29

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF

 

 

 

 

CASH FLOW INFORMATION

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest

$

-

$

-

 

Income taxes

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

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


7



TYG SOLUTIONS CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2017

 

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

 

TYG Solutions Corp (“the Company”) was incorporated under the laws of the state of Delaware on March 25, 2013. The Company began limited operations on May 30, 2013.

 

The Company is engaged in mobile app development.

 

The Company’s activities are subject to significant risks and uncertainties including failure to increase sales revenue and secure additional funding to properly execute the company’s business plan.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

 

Basis of Accounting

 

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 fiscal year end.

 

In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments necessary to present fairly the Company’s financial position as of September 30, 2017 and its results of operations and cash flows for the three months and nine months ended September 30, 2017. The accompanying unaudited interim condensed financial statements have been prepared in accordance with instructions to Form 10-Q. The results of operations for the period ended September 30, 2017 are not necessarily indicative of the results to be expected for the full year.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.

 

Accounts Receivable

 

Credit is extended to customers based upon an evaluation of the customer’s financial condition. Accounts receivable are recorded at net realizable value. The Company utilizes a specific identification accounts receivable reserve methodology based on a review of outstanding balances and previous activities to determine the allowance for doubtful accounts. The Company charges off uncollectible receivables at the time the Company determines the receivable is no longer collectible. The Company does not require collateral or other security to support financial instruments subject to credit risk.

 

Fair Value of Financial Instruments

 

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:


8



TYG SOLUTIONS CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2017

 

Level 1 – Quoted prices in active markets for identical assets or liabilities.

 

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

 

As of September 30, 2017, and December 31, 2016, the carrying value of loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments.

 

Revenue recognition

 

The Company recognizes revenues in accordance with ASC No. 605-10-S99, (SEC Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition”), when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

 

In situations with multiple deliverables, the Company recognizes revenue upon the delivery of the separate elements to the customer and when the Company receives customer acceptance or is otherwise released from its customer acceptance obligations. The Company allocates revenue consideration, based on the relative selling prices of the separate units of accounting contained within an arrangement containing multiple deliverables. Relative selling prices are determined using vendor specific objective evidence, if it exists; otherwise third-party evidence or the Company’s best estimate of selling price is used for each deliverable.

 

Income Taxes

 

A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

When required, the Company records a liability for unrecognized tax positions, defined as the aggregate tax effect of differences between positions taken on tax returns and the benefits recognized in the financial statements. Tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. No tax benefits are recognized for positions that do not meet this threshold. The Company has no uncertain tax positions that require the Company to record a liability. The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed.

 

The Company recognizes penalties and interest associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the balance sheet. The Company had no accrued penalties and interest as of September 30, 2017.

 

Earnings (Loss) per Share

 

The basic earnings (loss) per share is calculated by dividing our net income available to common shareholders by the number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing our net income (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 as of the first of the year for any potentially dilutive debt or equity. The Company has not issued any potentially dilutive debt or equity securities.


9



TYG SOLUTIONS CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2017

 

Recently issued accounting pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 3. INCOME TAXES

 

There is no current or deferred income tax expense or benefit allocated to continuing operations for the periods ended September 30, 2017 and December 31, 2016.

 

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. As of September 30, 2017, and December 31, 2016, applying the statutory income tax rate the Company had deferred tax assets of approximately $23,710 and $21,123 related to net operating losses, respectively. A valuation allowance was recorded against the tax assets to reduce the carrying value to zero.

 

As of September 30, 2017, the Company had net operating loss carry-forwards totaling approximately $69,736 which will begin expiring in 2033. 

 

The Company has no uncertain tax positions that require the Company to record a liability.

 

The Company had no accrued penalties and interest related to taxes as of September 30, 2017

 

NOTE 4. STOCKHOLDERS’ EQUITY

 

The Company is authorized to issue 200,000,000 shares of $0.0001 par value common stock. All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

 

NOTE 5. CONFLICTS OF INTEREST

 

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

NOTE 6 – GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has accumulated deficits of $69,736. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

 

The Company’s continuation as a going concern is dependent upon its ability to generate revenues, its ability to continue to raise investment capital, and implementing its business plan. No assurance can be given that the Company will be successful in these efforts.

 

These 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 might be necessary should the Company be unable to continue as a going concern.

 

NOTE 7 – RELATED PARTY LOANS AND TRANSACTIONS

 

As of September 30, 2017, and December 31, 2016, loans from related parties amounted to $40,092 and $19,585, respectively. The loans represent working capital advances from officers of the Company and are unsecured, non-interest bearing, and due on demand.


10



TYG SOLUTIONS CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2017

 

NOTE 8 – CONCENTRATION RISKS

 

The Company has generated revenues from three customers with costs of two subcontractors. It is considered at least reasonably possible that any customer or subcontractor will be lost in the near term.


11



 

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

 

Overview

 

TYG Solutions Corp. was incorporated in the State of Delaware on March 25, 2013. Our original business plan was to develop iPhone and Android smartphone apps for companies who need an app for their internal and external operations. Currently, we are focusing our operation on offering corporate website design services.

 

On June 1, 2014, we entered into an Application Development Agreement with a client to develop an inventory app. The company has completed the app and delivered the completed app to the client. The total price we charged the client for our services was $7,500, the client has paid the Company the full amount. A copy of the Application Development Agreements is attached hereto as Exhibit 10.1.

 

On February 16, 2015 the Company entered into an Application Development Agreement with a client, whereby the client agreed to pay the company to develop certain iPhone and Android applications that include a Package tracking app, Voice recording app, Compare prices app, File sharing app, Screen recorder app, Puzzle game, Card game, Adventure game, News template app and a Weather broadcast app. The total price we charged the client for our services was $78,785. The Company completed the apps and delivered the files to client. The client paid the company the full amount. A copy of the Application Development Agreements is attached hereto as Exhibit 10.2.

 

On February 20, 2015 the Company entered into an Application Development Agreement with a client, whereby the client agreed to pay the Company to develop a Photo Viewer app. The total price we charged the client for our services was $15,000. The Company completed the apps and delivered the files to client. The client paid the company the full amount. A copy of the Application Development Agreements is attached hereto as Exhibit 10.3.

 

On February 24, 2015 the Company entered into an Application Development Agreement with a client, whereby the client agreed to pay the company to develop certain iPhone and Android that include a Video editor app, Group chat app, Video surveillance app and a Trivia game. The total price we charged the client was $24,000. The Company completed the apps and delivered the files to client. A copy of the Application Development Agreements is attached hereto as Exhibit 10.4.

 

On November 19, 2015 the Company entered into an Application Development Agreements with a client, whereby the client agreed to pay the Company to develop certain iPhone and Android applications. The total adjusted price we charged the client was $20,000. The Company completed the apps and delivered the files to client. The client paid the company the full amount. A copy of the Application Development Agreements is attached hereto as Exhibit 10.5.

 

On December 15, 2015 the Company entered into an Application Development Agreement with a client, whereby the client agreed to pay the Company to develop certain iPhone and Android applications. The total price we charged the client was $15,000. The Company completed the apps and delivered the files to client. The client paid the company the full amount. A copy of the Application Development Agreements is attached hereto as Exhibit 10.6.

 

We are currently a development stage company. We may require additional capital to implement our business and fund our operations. See “Management’s Discussion and Analysis”.


12



 

The Company’s fiscal year end is December 31. The Company’s principal executive office and mailing address is 550 West C Street, Suite 2040, San Diego, CA 92101. Our telephone number is (760) 607-8268

 

Target Market

 

We plan to target mid-size to large companies as app development is suitable for all types of companies that want to modernize their operations. In addition, we plan to target mid-size companies for our website design services.

 

Marketing and Sales

 

Currently, our officers and directors handle all marketing and sales efforts. Within the next 12 months, we hope to have generated enough revenue to develop a marketing campaign to promote and publicize our website and services.

 

We do not have any specific marketing channels in place at this point to be able to market our services to potential customers. However, in the next twelve months, we hope to attend conferences, advertise by word of mouth and possible reach out to local businesses to sell our services. We do expect that the biggest part of our marketing and sales strategy will be from word of mouth advertising. Referrals from people that were pleased with our level of service will be our most efficient form of marketing.

 

Competition

 

The app development and website design industry is highly competitive because the barrier to entry is very low. Additionally, the market is very fragmented with many small companies competing against each other. We expect to be able to compete by providing responsive and knowledgeable consultants at reasonable prices.

 

Services Pricing

 

We anticipate that our fees would start at $5,000 for easier, simpler applications and get more expensive as detail and complexity increase. To date, we have entered into agreements with six (6) clients and have charged them each flat fees ranging from $7,500 to $79,000.

 

Employees

 

We presently have no employees apart from our officers and directors. Our officers and directors devote about 20 hours per week to our affairs.

 

RESULTS OF OPERATIONS

 

Nine Month Period Ended September 30, 2017 compared to Nine Month Period Ended September 30, 2016

 

Revenue

 

During the nine months ended September 30, 2017, the Company earned $6,154 in revenues compared to the nine month’s ended September 30, 2016, when the Company earned $34,970 in revenue.

 

Cost of Revenue

 

During the nine months ended September 30, 2017, the Company’s cost of revenue was $0 compared to the nine month’s ended September 30, 2016, when the Company’s cost of revenue was also $21,000. Generally, cost of revenue consists of developmental fees paid to third parties that assist in the development of the Company’s apps.

 

Operating Expenses

 

During the nine month period ended September, 2017, we incurred general and administrative expenses of $13,765 compared to $14,963 during the nine month period ended September 30, 2016. General and administrative expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal, accounting, and marketing expenses.

 


13



Net loss

 

Our net profit (loss) for the nine month period ended September 30, 2017 was ($7,611) compared to ($993) during the nine month period ended September 30, 2016 due to the factors discussed above.

 

 

Three Month Period Ended September 30, 2017 compared to Three Month Period Ended September 30, 2016

 

Revenue

 

During the three months ended September 30, 2017, the Company earned $0 in revenues compared to the three month’s ended September 30, 2016, when the Company also earned $0 in revenue.

 

Cost of Revenue

 

During the three months ended September 30, 2017, the Company’s cost of revenue was $0 compared to the nine month’s ended September 30, 2016, when the Company’s cost of revenue was also $0. Generally, cost of revenue consists of developmental fees paid to third parties that assist in the development of the Company’s apps.

 

Operating Expenses

 

During the three month period ended September, 2017, we incurred general and administrative expenses of $4,055 compared to $6,411 during the three month period ended September 30, 2016. General and administrative expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal, accounting, and marketing expenses.

 

Net loss

 

Our net profit (loss) for the three month period ended September 30, 2017 was ($4,055) compared to ($6,411) during the three month period ended September 30, 2016 due to the factors discussed above.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As at September 30, 2017 our current assets were $6,106 compared to $10,028 in current assets at December 31, 2016. As at September 30, 2017, our current liabilities were $40,092 compared to $36,403 as of December 31, 2016.

 

Stockholder’s deficit was ($33,986) as of September 30, 2017 compared to ($26,375) as of December 31, 2016.

 

Cash Flows from Operating Activities

 

For the nine month period ended September 30, 2017, net cash flows used in operating activities was ($14,429) compared to ($31,172) cash used in operating activities for the nine months ending September 30, 2016.

 

Cash Flows from Investing Activities

 

We neither used, nor provided cash flow from investing activities during the nine month period ended September 30, 2017 and 2016.

 

Cash Flows from Financing Activities

 

Cash flows provided by financing activities during the nine months ended September 30, 2017 were $20,507 consisting of proceeds from related party loans compared to $(16,595) cash used by financing activities for the nine months ended September 30, 2016.


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PLAN OF OPERATION AND FUNDING

 

We expect that working capital requirements will continue to be funded through a combination of sales revenue and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

Revenues, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve 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. 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.

 

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 accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of September 30, 2017, the Company had negative working capital and negative cash flows from operating activities. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Management is planning to raise funds through debt or equity offerings. There is no guarantee that the Company will be successful in these efforts.

 

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

 

We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report.

 

Based on this evaluation, our chief executive officer and chief financial officer concluded that as of the evaluation date our disclosure controls and procedures were not effective. Our procedures were designed to ensure that the information relating to our company required to be disclosed in our SEC reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure. Management is currently evaluating the current disclosure controls and procedures in place to see where improvements can be made.


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Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

 

Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in “Internal Control Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this evaluation, management has concluded that our internal control over financial reporting was not effective as of September 30, 2017, to ensure that information required to be disclosed by us in 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. Steps that the Company believes it must undertake is to retain a consulting firm to, among other things, design and implement adequate systems of accounting and financial statement disclosure controls during the current fiscal year to comply with the requirements of the SEC. We believe that the ultimate success of our plan to improve our disclosure controls and procedures will require a combination of additional financial resources, outside consulting services, legal advice, additional personnel, further reallocation of responsibility among various persons, and substantial additional training of those of our officers, personnel and others, including certain of our directors such as our committee chairs, who are charged with implementing and/or carrying out our plan. 

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as required in Rule 13a-15(b). We are conducting an evaluation to design and implement adequate systems of accounting and financial statement disclosure controls. We expect to complete this review during 2017 to comply with the requirement of the SEC. We believe that the ultimate success of our plan to improve our internal control over financial reporting will require a combination of additional financial resources, outside consulting services, legal advice, additional personnel, further reallocation of responsibility among various persons, and substantial additional training of our officers, personnel and others, including certain of our directors such as our Chairman of the Board and Chief Financial Officer, who are charged with implementing and/or carrying out our plan. It should also be noted that the design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

 

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls or our internal control over financial reporting, or any system we design or implement in the future, will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Changes in Internal Control

 

There have not been any changes in our internal control over financial reporting during the nine month period ended September 30, 2017 that have materially affected, or are 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

 

No equity securities were sold during the nine month period ended September 30, 2017.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No senior securities were issued and outstanding during the nine month period ended September 30, 2017.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable to our Company.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

Statements

 

 

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets as of September 30, 2017 (unaudited) and December 31, 2016.

 

 

 

 

 

Condensed Consolidated Statements of Operations for the nine months ended September 30, 2017 and 2016 (unaudited)

 

 

 

 

 

Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the nine months ended September 30, 2017 (unaudited)

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (unaudited)

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

 

 

 

 

 

 

 

Schedules

 

 

 

 

 

 

 

 

 

All schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or notes thereto.


17



Exhibits

Exhibit

#

Incorporated by Reference

(Form Type)

Filing

Date

Filed with This Report

 

 

 

 

 

Articles of Incorporation, as filed with the Delaware Secretary of State on March 25, 2013.

3.1

10-K

3/30/2017

 

 

 

 

 

 

Bylaws of TYG Solutions, Inc.

3.3

10-K

3/30/2017

 

 

 

 

 

 

Application Development Agreement Dated September 1, 2014

10.1

S-1/A

6/22/2016

 

 

 

 

 

 

Application Development Agreement Dated February 16, 2016

10.2

S-1/A

6/22/2016

 

 

 

 

 

 

Application Development Agreement Dated February 20, 2016

10.3

S-1/A

6/22/2016

 

 

 

 

 

 

Application Development Agreement Dated February 24, 2016

10.4

S-1/A

6/22/2016

 

 

 

 

 

 

Application Development Agreement Dated November 19, 2015

10.5

S-1/A

6/22/2016

 

 

 

 

 

 

Application Development Agreement Dated December 15, 2015

10.6

S-1/A

6/22/2016

 

 

 

 

 

 

Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended

31.1

 

 

X

 

 

 

 

 

Certification of Principal Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002

32.1

 

 

X

 

 

 

 

 

XBRL Instance Document

101.INS

 

 

X

 

 

 

 

 

XBRL Taxonomy Extension Schema Document

101.SCH

 

 

X

 

 

 

 

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.CAL

 

 

X

 

 

 

 

 

XBRL Taxonomy Extension Definition Linkbase Document

101.DEF

 

 

X

 

 

 

 

 

XBRL Taxonomy Extension Label Linkbase Document

101.LAB

 

 

X

 

 

 

 

 

XBRL Taxonomy Extension Presentation Linkbase Document

101.PRE

 

 

X

 

 


18



SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant cause this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date:November 14, 2017 

 

/s/ Robert T. Malasek 

Robert T. Malasek 

Chief Executive Officer 

Chief Financial Officer 

Principal Accounting Officer 


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