What changed in this filing

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Item 1. Financial Statements

2019-02-19 compared with 2018-11-13 · 117 added, 83 removed, 581 unchanged (26% of the section changed)

CAPITAL CORPORATION

of September 30, 2018 (Unaudited) and June 30, 2018

Note Payable - Roran, net of debt discount

Interest Payable

of December 31, 2018 (Unaudited) and June 30, 2018

June 30, 2018

December 31, 2018

LIABILITIES & EQUITY

Current Liabilities

Stock, par value $1.00, 10,000,000 shares authorized, 1,915,548 shares issued and outstanding

Paid-In Capital

Accounts Payable

Convertible Note Payable - Roran, net of debt discount

Accrued Interest Payable

Judgment Payable

Total Current Liabilities

Total Liabilities

Common Stock, par value $1.00, 10,000,000 shares authorized, 1,915,548 shares issued and outstanding

Additional Paid-In Capital

Accumulated Deficit

(28,110,948 )

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(10,708,597 )

LIABILITIES & EQUITY

TOTAL LIABILITIES & EQUITY

the accompanying Notes, which are an integral part of these unaudited Financial Statements

1 unchanged sentence

OF OPERATIONS

the Three Months Ended September 30, 2018 and 2017

Administrative

Average Number of Common Shares Outstanding –

Basic and Diluted

Loss Per Share-Basic and Diluted

the Three and Six Months Ended December 31, 2018 and 2017

Three Months Periods Ended

Six Months Periods Ended

Interest - Other

Administrative Expenses

Interest expense

Total Expense

Weighted Average Number of Common Shares Outstanding- Basic and Diluted

Net Loss Per Share- Basic and Diluted

the accompanying Notes, which are an integral part of these unaudited Financial Statements

1 unchanged sentence

OF CASH FLOWS

the Three Months Ended September 30, 2018 and 2017

to reconcile Net Loss to net cash used in operations:

Interest Payable

cash used by Operating Activities

from convertible note payable- from Roran Capital

cash provided by Financing Activities

cash increase for period

at beginning of period

at end of period

Non-Cash Investing and Financing Activities

value of embedded beneficial conversion option on convertible note payable

the Six Months Ended December 31, 2018 and 2017

OPERATING ACTIVITIES

Adjustments to reconcile Net Loss to net cash used in operations to net cash provided by operations:

Amortization of interest

Changes in assets and liabilities

Acounts Payable

Accrued Interest Payable

Net cash used by Operating Activities

FINANCING ACTIVITIES

Proceeds from note payable from Roran Capital

Net cash provided by Financing Activities

Net cash increase for period

Cash at beginning of period

Cash at end of period

Supplemental Non-Cash Investing and Financing Activities

Intrinsic value of embedded beneficial conversion feature on convertible note payable

the accompanying Notes, which are an integral part of these unaudited Financial Statements

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Roran, which is a related

party to the Company, has agreed to advance our Company funding in order to partially meet our most critical cash requirements.

party to the Company, has agreed to advance our Company a limited amount of funding in order to partially meet our most

critical cash requirements.

For further discussion of the advances made by Roran, see Notes 3 and 5.

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have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s

2018 Annual Report.

June 30, 2018 Financial statements included in its 2018 Annual Report on Form 10-K.

Company elected June 30 th as its fiscal year-end date.

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conversion feature –

The issuance of the convertible debt described in Note 4 generated a beneficial conversion feature

(“BCF”), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial

to the investor or in the money at inception because the conversion option has an effective strike price that is less than the

market price of the underlying stock at the commitment date.

The Company recognized the BCF by allocating the intrinsic value

of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference

between the effective conversion price per share and the fair value of common stock per share on the commitment date, resulting

in a discount on the convertible debt (recorded as a component of additional paid in capital).

The BCF is amortized into interest

expense over the life of the related debt.

The issuance of the convertible debt described in Note 3 generated a beneficial conversion

feature (“BCF”), which arises when a debt or equity security is issued with a non-seperated embedded conversion

option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price

that is less than the market price of the underlying stock at the commitment date.

The Company recognized the BCF by allocating

the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied

by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment

date, resulting in a discount on the convertible debt (recorded as a component of additional paid in capital).

The BCF is amortized

into interest expense over the life of the related debt.

Company follows subtopic 850-10 of the FASB Accounting Standards Codification (“ASC”) for the identification of related

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The Company has

accrued $159,299 in interest on the judgment payable as of the period ended September 30, 2018.

accrued $161,645 in interest on the judgment payable as of December 31, 2018.

September 19, 2017, the Company entered into a Convertible Loan Agreement with Roran (the “Loan Agreement”).

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the share price.

a result of the advances made pursuant to the Loan Agreement, the Company has incurred total obligations of $124,338

as of September 30, 2018.

As a result of the advances made pursuant to the Loan Agreement, the Company has incurred total obligations of

$139,338 as of December 31, 2018.

The Company recorded a BCF due the conversion option of $86,800, and the unamortized balance

at September 30, 2018 is $37,699.

at December 31, 2018 is $25,517.

The amount is netted against the note payable balance as a debt discount with the corresponding

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The debt discount has been amortized as interest expense through the maturity date in March

The Company is currently negotiating with Roran to extend the due date and provide additional funding.

4 - INVESTMENTS AND NOTES RECEIVABLE

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following amounts were owed to related parties, affiliated with the CEO and Chairman of the Board, at the dates indicated:

Payable (acquired by Roran from SBA)

on Judgment Payable

Note Payable (See Note 4)

on Convertible Note Payable

December 31, 2018

Judgment Payable (acquired by Roran from SBA)

Interest on Judgment Payable

Convertible Note Payable (See Note 4)

Interest on Convertible Note Payable

SUBSEQUENT EVENTS

Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were

issued to determine if they must be reported.

Company has evaluated all events that occurred after the balance sheet date through the date of the filing of this Quarterly Report

on Form 10-Q to determine if they must be reported, and there are no subsequent events to be reported.

MANAGEMENT’S

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except as required by law.

following discussion of the results of operations for the three months ended September 30, 2018 and 2017, respectively, should

be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in

this Quarterly Report on Form 10-Q.

Our discussion includes forward-looking statements based upon current expectations that involve

risks and uncertainties, such as our plans, objectives, expectations and intentions.

Actual results and the timing of events could

differ materially from those anticipated in these forward-looking statements because of a number of factors.

An investment in

our common stock involves a high degree of risk.

Readers of this Quarterly Report on Form 10-Q should carefully consider the risks

set forth in the Risk Factors and Business sections of our Annual Report on Form 10-K for the year ended June 30, 2018, filed

with the SEC on September 5, 2018.

The forward-looking statements specified in the following information have been compiled by

our management on the basis of assumptions made by management and considered by management to be reasonable.

following discussion of the results of operations for the three and six months ended December 31, 2018 and 2017, respectively,

should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere

in this Quarterly Report on Form 10-Q.

Our discussion includes forward-looking statements based upon current expectations that

involve risks and uncertainties, such as our plans, objectives, expectations and intentions.

Actual results and the timing of

events could differ materially from those anticipated in these forward-looking statements because of a number of factors.

An investment

in our common stock involves a high degree of risk.

Readers of this Quarterly Report on Form 10-Q should carefully consider the

risks set forth in the Risk Factors and Business sections of our Annual Report on Form 10-K for the year ended June 30, 2018,

filed with the SEC on September 5, 2018.

The forward-looking statements specified in the following information have been compiled

by our management on the basis of assumptions made by management and considered by management to be reasonable.

Our future operating

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of a public or private offering, among other factors.

of Three Months Ended September 30, 2018 And 2017

the three months ended September 30, 2018 and September 30, 2017, respectively, the Company did not have any operations and therefore

of Three Months Ended December 31, 2018 And 2017

the three months ended December 31, 2018 and December 31, 2017, respectively, the Company did not have any operations and therefore

there were no revenues.

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Administrative

fees totaled $8,223 for the three months ended September 30, 2018 compared to $24,761 for the three months ended

September 30, 2017.

The decrease of $16,538 was primarily due to less activity in the current period as the prior comparable

period required more work to bring the Company current in its SEC filings.

expense totaled $21,165 for the three months ended September 30, 2018 compared to $601 for the three months ended September 30,

The increase of $20,564 was primarily due to an increase in borrowing under the convertible loan facility, as discussed

reported a net loss of $29,389 during the three months ended September 30, 2018 compared to a net loss of $25,363

in the comparable period of 2017.

fees totaled $21,876 for the three months ended December 31, 2018 compared to $18,990 for the three months ended December 31,

The increase was primarily due to more activity in the current period as the prior comparable period required less work

to bring the Company current in its SEC filings.

expense totaled $28,412 for the three months ended December 31, 2018 compared to $4,047 for the three months ended December 31,

The increase was primarily due to an increase in borrowing under the convertible loan facility.

reported a net loss of $50,288 during the three months ended December 31, 2018 compared to a net loss of $23,037 in the comparable

period of 2017.

The increase was due to higher interest expenses.

of Six Months Ended December 31, 2018 And 2017

the six months ended December 31, 2018 and December 31, 2017, respectively, the Company did not have any operations and therefore

there were no revenues.

Expenses were limited to maintaining the Company in good standing and staying and becoming current, respectively,

in its filing obligations with the SEC.

Administrative

fees totaled $30,100 for the six months ended December 31, 2018 compared to $43,751 for the six months ended December 31, 2017.

The decrease was primarily due to less activity in the current period as the prior comparable period required more work

to bring the Company current in its SEC filings.

expense totaled $49,577 for the six months ended December 31, 2018 compared to $4,648 for the six months ended December 31, 2017.

The increase was primarily due to an increase in borrowing under the convertible loan facility.

reported a net loss of $79,677 during the six months ended December 31, 2018 compared to a net loss of $48,399 in the comparable

period of 2017.

The increase was due to higher interest expenses.

and Capital Resources

have incurred recurring operating losses and negative operating cash flows in 2018 and through September 30, 2018, and we expect

to continue to incur operating losses and negative operating cash flows at least through the near future.

We have obtained funding

through a convertible loan facility of up to $150,000 in order to partially meet our most critical cash requirements, and of this

amount, we have drawn approximately $125,000 as of September 30, 2018.

have incurred recurring operating losses and negative operating cash flows in fiscal 2018 and through December 31, 2018,

and we expect to continue to incur operating losses and negative operating cash flows at least through the near future.

obtained funding through a convertible loan facility of up to $150,000 in order to partially meet our most critical cash requirements,

and of this amount, we have drawn approximately $139,338 as of December 31, 2018.

Amounts due under the loan facility are payable

in March 2019.

The Company is currently negotiating with Roran to extend the due date and provide additional funding.

a result of the aforementioned factors, management has concluded that there is substantial doubt about our ability to continue

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substantial doubt about our ability to continue as a going concern.

Our financial statements as of and for the three months ended

September 30, 2018 do not contain any adjustments for this uncertainty.

In response to our Company’s cash needs, we raised

funding as described in our financial statements.

Any additional amounts raised will be used for our future investing and operating

cash flow needs.

Our financial statements as of and for the three and six months

ended December 31, 2018 do not contain any adjustments for this uncertainty.

In response to our Company’s cash needs, we

raised funding as described in our financial statements.

Any additional amounts raised will be used for our future investing and

operating cash flow needs.

However, there can be no assurance that we will be successful in raising additional amounts of financing.

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No compensation has been paid to Mr.

for his services as an officer and director.

We do not anticipate hiring any full-time employees as long as we are seeking

and evaluating Business Targets.

September 30, 2018, we had only $17,650 cash on hand.

Zelmanovitch for his

services as an officer and director.

We do not anticipate hiring any full-time employees as long as we are seeking and evaluating

Business Targets.

December 31, 2018, we had only $10,744 cash on hand.

Since we have no revenue or plans to generate any revenue, we will be dependent

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements