10-Q 1 galemgroupform10qseptember20.htm Form 10-Q September 2017


 

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. 333-213608


GALEM GROUP INC.

 (Exact name of registrant as specified in its charter)



Nevada

(State or Other Jurisdiction of Incorporation or Organization)

38-3995730

IRS Employer Identification Number

7389

Primary Standard Industrial Classification Code Number


3773 Howard Hughes Parkway, Ste. 500S

Las Vegas, NV 89169-6014

Tel.  702-960-0696

 (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 [   ]

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 16, 2017

Common Stock, $0.001

3,970,000




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GALEM GROUP INC.

 

PART I   

Financial Information

 

ITEM 1

Financial Statements (Unaudited)

3

ITEM 2   

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

9

ITEM 3  

Quantitative And Qualitative Disclosures About Market Risk

11

ITEM 4

Controls And Procedures

11


PART II


OTHER INFORMATION

 

ITEM 1   

Legal Proceedings

11

ITEM 2 

Unregistered Sales Of Equity Securities And Use Of Proceeds

11

ITEM 3   

Defaults Upon Senior Securities

11

ITEM 4      

Mine Safety Disclosures

11

ITEM 5  

Other Information

11

ITEM 6

Exhibits

12

 

Signatures

12




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PART I. FINANCIAL INFORMATION



GALEM GROUP INC.

BALANCE SHEETS

 

SEPTEMBER 30, 2017

(UNAUDITED)

JUNE 30, 2017

(AUDITED)

ASSETS

 

 

Current Assets

 

 

 

Cash

$         39,438

$        38,240

 

Prepaid expenses

1,000

-

 

Total current assets

40,438

38,240

Non-current assets

 

 

 

Equipment

10,310

4,784

 

Total non-current assets

10,310

4,784

Total Assets                                                         

$         50,748

$        43,024

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current  Liabilities

 

Loan from related parties

$         9,648

$     5,853

 

Total current liabilities

9,648

5,853

Total Liabilities

9,648

5,853

 

Stockholders’ Equity

  

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

 

 

3,970,000 shares issued and outstanding , 3,000,000 shares issued and outstanding as of June 30, 2017

3,970

3,970

 

Additional paid-in-capital

28,130

28,130

 

Retained earnings

9,000

5,071

Total Stockholders’ Equity

41,100

37,171

 

 

 

Total Liabilities and Stockholders’ Equity

$       50,748

$        43,024


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



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GALEM GROUP INC.

STATEMENT OF OPERATIONS

(UNAUDITED)

 

 

 

Three months ended September 30, 2017

Three months ended September 30, 2016

Revenue

 

 

$10,500

$   2,300

 

 

 

 

 

Cost of services

 

 

2,795

-

Gross profit

 

 

7,705

2,300

Operating expenses:

 

 

 

 

 General and administrative expenses

 

 

3,776

3,691

Net income from operations

 

 

3,929

(1,391)

Income before provision for income taxes

 

 

3,929

(1,391)

 

 

 

 

 

Provision for income taxes

 

 

-

-

 

 

 

 

 

Net income (loss)

 

 

$      3,929

$         (1,391)

 

 

 

 

 

Income (loss) per common share:

 Basic and Diluted

 

 

$        (0.00)

$        (0.00)

 

 

 

 

 

Weighted Average Number of Common Shares  Outstanding:

Basic and Diluted

 

 

3,970,000

3,000,000


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





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GALEM GROUP INC.

STATEMENT OF CASH FLOWS

(UNAUDITED)

 

Three months ended September 30, 2017

Three months ended September 30, 2016

 

Cash flows from Operating Activities

 

 

 

 

Net Income

$         3,929

$          (1,391)

 

 

Amortization

424

-

 

 

Prepaid expenses

(1,000)

-

 

 

Net cash used by operating activities

3,353

(1,391)

 

 

 

 

 

 

Cash flows from Investing Activities

 

 

 

   Purchase of fixed assets

      (5,950)

-

 

  Net cash used in investing activities

(5,950)

-

 

 

 

 

 

Cash flows from Financing Activities

 

 

 

 

Proceeds from sale of common stock

-

-

 

 

Proceeds of loan from shareholder

3,795

2,000

 

 

Net cash provided by financing activities

3,795

2,000

 

Net increase in cash and equivalents

1,198

609

 

Cash and equivalents at beginning of the period

38,240

6,067

 

Cash and equivalents at end of the period

$      39,438

$           6,676

 

 

Supplemental cash flow information:

 

 

 

 

Cash paid for:

 

 

 

 

Interest                                                                                               

$               -

$                  -

 

 

Taxes                                                                                           

$               -

$                  -

 


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



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GALEM GROUP INC.

NOTES TO THE AUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2017 (UNAUDITED)


NOTE 1 – ORGANIZATION AND BUSINESS

GALEM GROUP INC. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on March 31, 2016.

The Company has adopted June 30 fiscal year end.

Galem Group Inc. company is a provider of consulting services in the field of traditional and alternative medicine and medical technologies.

Our principal executive offices are located at 3773 Howard Hughes Parkway, Ste. 500S, Las Vegas, NV 89169-6014

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has retained earnings since Inception (March 31, 2016) of $9,000 as of September 30, 2017 however 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.  

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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.

The Company’s unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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 revenues and expenses during the reporting period. Actual results may differ from those estimates. The accompanying unaudited financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the period shown and are not necessarily indicative of the results to be expected for the full year ending  June 30, 2018. These unaudited  financial statements should be read in conjunction with the audited financial statements and related notes for the year ended June 30, 2017.



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Use of Estimates

Preparing 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, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At September 30, 2017 the Company's bank deposits did not exceed the insured amounts.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company did not incur advertising expense during period ended September 30, 2017.

Stock-Based Compensation

As of September 30, 2017, 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.

Income Taxes

The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

New Accounting Pronouncements

There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.

Start-Up Costs

In accordance with ASC 720, “Start-up Costs”, the company expenses all costs incurred in connection with the start-up and organization of the company.

Fair Value Measurements

The company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:


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Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The company has no assets or liabilities valued at fair value on a recurring basis.

Revenue Recognition

The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. We record revenue when persuasive evidence of an arrangement exists, the services have been provided, the price to the customer is fixed or determinable and collectability of the revenue is reasonably assured.

NOTE 3 – CAPTIAL STOCK

The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share.

As of September 30, 2017, the Company had 3,970,000 shares issued and outstanding.

NOTE 4 – RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or 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.  

Since March 31, 2016 (Inception) through September 30, 2017, the Company’s sole officer and director loaned the Company $9,648 to pay for incorporation costs and operating expenses.  As of September 30, 2017, the amount outstanding was $9,648. The loan is non-interest bearing, due upon demand and unsecured.

NOTE 5 – PREPAID EXPENSES

 As of September 30, 2017, the Company had $1,000 in prepaid expenses paid for the office lease on September 18, 2017.


NOTE 6 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events from September 30, 2017 through the date the financial statements were available to be issued, and has determined that there are no items to disclose.



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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


FORWARD LOOKING STATEMENTS


Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.




DESCRIPTION OF BUSINESS

 


Our company is a provider of consulting services in the field of traditional and alternative medicine and medical technologies. We offer a broad range of health advisory services: helping our customers to choose a clinic for treatment in European (Germany, Switzerland) and Asian countries (China, South Korea, Thailand, India, Nepal); organizing group and individual medical tours to clinics; assistance in selecting medical equipment manufacturers in Europe and Asia that are cost-effective and propose suitable delivery conditions; organization of seminars and workshops in traditional and alternative Asian medicine; organization of short-term and long-term yoga and qigong courses in China, Tibet, Nepal, India. We provide our services both to legal entities and individuals.


Our business address was provided by our registered agent and located at 3773 Howard Hughes Parkway, Ste. 500S, Las Vegas, NV 89169-6014. Our telephone number is 702-960-0696.



RESULTS OF OPERATION


As of September 30, 2017, we have retained earnings of $9,000 Our financial statements have been prepared assuming that we will continue as a going concern.  We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.


Three Month Period Ended September 30, 2017


Revenue

During the three months ended September 30, 2017, the Company has revenue generated $10,500 in  revenue compared to $2,300 during the three months ended September 30, 2016.




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Operating Expenses


During the three month period ended September 30, 2017, we incurred total expenses and professional fees of $6,571 compared to $3,691 during the three months ended September 30, 2016. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.


Net Income


Our net income for the three month period ended September 30, 2017 was $3,929 compared to loss of $1,391 during the three months ended September 30, 2016.



LIQUIDITY AND CAPITAL RESOURCES


As at September 30, 2017 our total assets were $50,748 compared to $43,024 in total assets at June 30, 2017. As at September 30, 2017, our current liabilities were $9,648 compared to $5,853 as of June 30, 2017.


Stockholders’ equity was $37,171 as of June 30, 2017 compared to  $41,100  as of September 30, 2017.


Cash Flows from Operating Activities


For the three month period ended September 30, 2017, net cash flows received from operating activities was $3,353.


Cash Flows from Investing Activities


We have used $5,950  in investing activities to purchase computer equipment  during the three month period ended September 30, 2017.


Cash Flows from Financing Activities


Cash flows provided by financing activities during the three month period ended September 30, 2017 were $3,795, consisting of loan from shareholder.


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 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 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.


OFF-BALANCE SHEET ARRANGEMENTS


As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


GOING CONCERN


The independent auditors' report accompanying our June 30, 2017 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.




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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


Disclosure Controls and Procedures


Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.


Changes in Internal Controls over Financial Reporting


There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


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


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


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


ITEM 4. MINE SAFETY DISCLOSURES


Not applicable to our Company.


ITEM 5. OTHER INFORMATION


None.




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ITEM 6. EXHIBITS


Exhibits:


31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

101.INS  XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document


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.


 

 

 

GALEM GROUP INC.

Dated: November 16, 2017

By: /s/ Emiliya Galfinger

 

Emiliya Galfinger, President and Chief Executive Officer and Chief Financial Officer










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