UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended SeptemberJune 30, 2017
OR2018.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to _
Commission file numberFile Number: 000-55814
SHAMROCK GROVE ACQUISITION CORPORATIONNEXE BLOCKCHAIN, INC.
(Exact name of registrant as specified in its charter)
Delaware
82-1615867
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization)
82-1615867
(I.R.S. Employer Identification No.)
9454 Wilshire Blvd. #612
Beverly Hills, CA 90212
(Address3709 Promontory Point Drive, Suite 129, Austin, TX Address of principal
executive offices)
(zip code)
310-888-187078744
(Zip Code)
(512) 717-7769
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filedfled 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 filingfling requirements for the past 90 days.
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,
or emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer" and,i;iler,"
"smaller reporting company"company," and "emerging growth company " in Rule 12b-2 of
thelth e Exchange Act.
Large accelerated filer
Accelerated Filer
Non-acceleratedNon -accelerated filer
Smaller reporting company X
(do(Do not check if a smaller reporting company)
Accelerated filer
Smaller reporting X company
Emerging growth company
Indicate by checkbycheck mark whetherwhe t he r the registrant is a shell company
(as{ a s defined in Rule 12b-212b - 2 of the ExchangeEx c ha nge Act).
Yes X No
Indicate theI ndi ca t e t he number of shares outstandings har e s ou t s t a ndi ng of eache a ch of the issuer'st he
i s s uer ' s classes of stock,st ock, as of the latest practicable date.
Class
Common St o c k , par v a l u e $ 0 . 00 01 Do annent s incorporate by
r eferenc e
Outstanding at NovemberAugust 14 2017
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference:, 2018
5,500,000
None
__________________________________________________________________________
CONDENSED
FINANCIAL STATEMENTS
Condens ed Balance SheetSheets as of SeptemberJune 30 2017
(unaudited), 2 01 8 {unaudited) March 31 , 2018
2
Statement of OperationsOpe r a t i ons for the period from May 17,
2017 (inception) to SeptemberThree Months End e d June 30, 2017 (unaudited) 32018
{ una udi t ed )
Statement of Cash Flows for the period from May 17,
2017 (inception)Three Months
Ended June 30 , 2 01 8 { u n a u d i t e d )
Notes to September 30, 2017 (unaudited) 4
Notes toCo n d e n s e d Financial Statements (unaudited)
3
4
5-8
______________________________________________________________________
SHAMROCK GROVE ACQUISITION CORPORATIONNEXE BLOCKCHAIN, INC. CONDENSED BALANCE SHEET
ASSETS
September 30,
2017
------------
(Unaudited)
Current assets
Cash $ -
------------
Total assets $ -
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued liabilities $ 1,250
------------
Total liabilities 1,250
------------
Stockholders' Equity
Preferred stock, $0.0001 par value
20,000,000 shares authorized;
none issued and outstanding at
September 30, 2017 -
Common Stock, $0.0001 par value,
100,000,000 shares authorized;
20,000,000 shares issued and
outstanding at September 30, 2017 2,000
Additional paid-in capital 312
Accumulated deficit (3,562)
------------
Total stockholders' deficit (1,250)
------------
Total liabilities and
stockholders' deficit $ -
============SHEETS
ASSETS
June 30,
2018
March 31,
2018
(U naudi t ed )
Current assets
Cash $ $
Total assets $ $
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities Accrued liabilities
$ 0
$1,250
Total liabilities 0 1,250
Stockholder's Equity
Preferred stock, $0.0001 par value 20,000,000 shares authorized;
none issued and outstanding at June 30, 2018 and March 31,
2018, respectively.
Common Stock, $0.0001 parvalue,
100,000,000 shares authorized; 20,000,000 shares issued and outstanding at
June 30, 2018 and
March 31, 2018, respectively 0 2,000
Additional paid-in capital 0 1,712
Accumulated deficit ( 4/962) (4,962)
Total stockholders' deficit 0 (1 , 2 50 )
Total liabilities and stockholders' deficit
$ $
The accompanying notes are an integral part of these unaudited condensed
financial statements.
NEXE BLOCKCHAIN, INC. STATEMENT OF OPERATIONS
{UNAUDITED)
For the Three Months Ended June 30, 2018
Re v e nue $
Cost of revenues
Gross profit
Operating expenses 0
Loss before income taxes 0
Income t ax e xpe n s e
-Ne-t-l-o-s--s---------- $ (650)
The accompanying notes are an integral part of these unaudited financial
statements.
2
______________________________________________________________________
SHAMROCK GROVE ACQUISITION CORPORATION
STATEMENT OF OPERATIONS
(UNAUDITED)
For the period from
May 17, 2017 (Inception)
to September 30, 2017
-------------------
RevenueNEXE BLOCKCHAIN, INC. STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Three Months Ended June 30, 2018 OPERATING ACTIVITIES
Net loss $ 0
Non- cas h adjustments to reconcile net loss to net cash:
Expe ns e s pai d for by stockholder
and contributed as capital 0
Changes in Operating Assets and Liabilities:
Accrued liabilities 0
Nectash provided by (used in) operating activities
Netincrease in cash
Cash, beginning of period
Cash, end of period $
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for: Income
t ax $
Interest $ -
Cost of revenues -
-------------------
Gross profit -
-------------------
Operating expenses 3,562
-------------------
Loss before income taxes (3,562)
Income tax expense -
------------------
Net loss $ (3,562)
==================
Loss per share - basic and diluted $ (0.00)
==================
Weighted average shares - 20,000,000
basic and diluted ==================
The accompanying notes are an integral part of these unaudited condensed
financial statements.
3
______________________________________________________________________
SHAMROCK GROVE ACQUISITION CORPORATION
STATEMENT OF CASH FLOWS
(UNAUDITED)
For the period from
May 17, 2017 (Inception)
to September 30, 2017
-------------------
OPERATING ACTIVITIES
Net loss $ (3,562)
Expenses paid by stockholder and contributed
as capital 312
Common stock issued for services 2,000
Changes in Operating Assets and Liabilities:
Accrued liability 1,250
----------------
Net cash (used in) operating activities -
----------------
Net increase in cash -
Cash, beginning of period -
----------------
Cash, end of period $ -
===============
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Income tax $ -
===============
Interest $ -
===============
The accompanying notes are an integral part of these
unaudited financial statements.
4
______________________________________________________________________
SHAMROCK GROVE ACQUISITION CORPORATIONNEXE BLOCKCHAIN, INC.
Notes to Unaudited Condensed Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES NATURE OF OPERATIONS
Shamrock Grove Acquisition Corporation ("Shamrock Grove" or "the Company") was
incorporated on MayNe xe Blockchain, Inc. wasincorporated onMa y 17, 2017 under the laws of
the state of
Delaware to engage in any lawful corporate undertaking, including,
but not limited to,
selected mergers and acquisitions. The CompanyTheCompany has been in the
developmental stage since
inception and itsandits operations to date have been limited to issuing
shares to its original shareholders.shareholders
andeffecting a change in control. The Company will
attempt to locate and negotiate withCompan y anticipates that it may
effect a business
entity for the combination
ofin order to develop its business plan. It may, however, choose to develop
such business plan
without effecting a business combination if it determines that target company with Shamrock Grove. Theanysuc h
proposed transaction is
notsuitable.
An y combination will normallynor ma l l y take the form of a merger,
stock-for-stock exchangeexcha nge or
stock-for-assets exchange.excha nge . In most instances the target company
will wish to structure the business combination to be within the
definition of a
tax-freet ax- f r e e reorganization under Section 351 or351or Section 368 of the
Internal Revenue Code of
1986, as amended. No assurances can be given that the Company will
be successfulbesuccessful in locating or
negotiating with any target company.comp a ny . The
Page6
Company has been formed to provide a method for a foreign or domestic
private company to become
a reporting company with a class of securities registered under the
Securities Exchange Act of
1934.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is
designed to assist in
understanding the Company's unaudited condensed financial statements.
Such unaudited condensed
financial statements and accompanying
notes are the representations of the Company's management, who are
responsible for their
integrity and objectivity.andobjectivity. These accounting policies conform to
account i ng pr i nc i pl e s
generally accepted in the United States of America
( "GAAP") in all material respects, and have been consistently
applied in pr e pa r .:hg the
accompanying unaudited condensed financial statements.
Ce r t ai n information and footnote disclosures normally present in
annual financial statements
prepared in accordance with accounting principles generally accepted
in the United States of
America ("U.S. GAAP") in all material respects,were omitted pursuant to such rules and
have
been consistently applied in preparingregulations. The results
for the accompanying financial statements.
The Company hasthree months ended March 31, 2 01 8 are not earned any revenue from operations since inception.
Accordingly, the Company's activities have been accounted for as those of
a "Development Stage Enterprise" as set forth in ASC 915, "Development
Stage Entities." Among the disclosures required by ASC 915, are that the
Company's financial statements be identified as those of a development stage
company, and that the statements of operations, stockholders' equity and cash
flows disclose activity since the datenecessarily
indicative of the Company's inception. The Company
choseresults
to beexpe c t ed for the year ending December 31, as its fiscal year end.2018.
USE OF ESTIMATES
The preparation of unaudited condensed financial statements in
conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of assets and
liabilities and disclosure of contingent assets and
liabilitiesandliabilities at the
date of the condensed
financial statements, and the reportedandthe repor t e d amounts of revenues and
expensesexpens e s during the
reporting periods. Actual results could differ from those estimates.
CASH
AND CASH EQUIVALENTS
Cash and cash equivalentscas h equival ents include cash on hand and on deposit at
bankingbanki ng institutions as
well as all highly liquid short-term investments with originalor i gi na l
maturities of 90 days or
less. The CompanyCompa ny did not have cash equivalents as of SeptemberJune 30, 2017.2018
andMarch31, 2018,
r es pe c t i ve l y .
CONCENTRATION OF RISK
Page?
Financial instruments that potentially subject the Company to
concentrations of credit risk
consist principally of cash. The Company places its cash with high
quality banking
institutions. The Company did not have cash balances
in excess of the Federal Deposit Insurance Corporation limit as of
SeptemberJune 30, 2017.
6
______________________________________________________________________
SHAMROCK GROVE ACQUISITION CORPORATION2018 and
March 31, 2018, respectively.
NEXE BLOCKCHAIN, INC.
Notes to Unaudited Condensed Financial Statements
INCOME TAXES
Under ASC 740,7 40, "Income Taxes,Ta xes , " deferred taxt ax assets and
liabilities are recognized for
the future taxt ax consequences attributable to temporary differences
between the financial
statement carrying amounts of existingexi s ti ng assets and liabilitiesandliabilities and
their respective tax
bases. Deferred taxt ax assets and liabilities are measuredaremeasured using enacted
taxt ax rates expectedexpe ct ed to apply to taxablet axabl e income in the years in which
those temporary differences are expected to be
recoveredr ecove r ed or settled. Valuation allowances are established when it is
more likely than not that some or all of the deferred taxt ax
assets will not be
realized.notber e a li ze d .
As of SeptemberJune 30, 201720 1 8 and Nlrb.31., 2018, there were no deferred taxest axes
due to the uncertainty of the realization of net operating lossl os s or
carry forwardf or war d prior to expiration.expi r at i on .
LOSS PER COMMON SHARE
Basic loss per commonpercommon share excludesexcl udes dilution and isandis computed by dividing
net loss by thebythe weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the
potential dilution that could occur if securities or otherorother contracts
to issue common stocks t o c k were exercisedexe r ci s ed or converted into
common stock or resulted in the issuance of common stock that then shared
in the loss of the entity.
As of September 30, 2017,Jre30, 2018 andMn:h31, 2018, there are no outstandingnooutstanding dilutive
securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements
of financial assets and financial liabilities and forandfor fair value
measurements of nonfinancial items that are recognized or disclosed at
fair value in the unaudited condensed financial statements on a
recurring basis. Additionally, the Company adopted guidance for fair
value measurement related to nonfinancial itemsi terns that are recognized
and disclosed at fair value in the unaudited condensed financial
statements on a nonrecurring basis. The guidanceTheguidance establishes a fair
value hierarchy that prioritizes the inputstheinputs to valuation techniques used
to measure fair value. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or
liabilities (Level( Level 1
measurements) and the lowest priority to measurements involving
significant unobservable inputs (Level 3 measurements)( Level 3measurements) . The three
levels of the fair value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active( un ad j us t e d ) inactive markets
for identical assets or liabilities that the CompanytheCompany has the ability
to access at the measurement date.measurementdate.
Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly
or indirectly.indirectly
Level 3 inputs are unobservable inputs for the asset or liability.liability
The carrying amounts of financialoff inancial assets such as cash approximateappr oxi ma t e
their fair values because of the short maturity of these instruments.
NOTERECENT ACCOUNTING PRONOUNCEMENTS
In January 2017, the FASB issuedASUNo. 2017-01, "BusinessCombinations
( Topic 805) : Clarifying the Definition of a Business". The
amendments in t hi s ASU c l ar i f y the de f i ni t i on of
a business with the objective of adding guidance to assist entities
with evaluating whether transactions should be accounted
for as acquisitions ( or disposals) of assets or
businesses. Basically these amendments provide a screen to
determine when a set is not a business. If the screen is not met,
the amendments
in this ASU first, require that to be considered a business, a set
must includ at a minimum, an input and a substantive process that
together significantly contribute to the ability to create output and
second, remove the evaluation of whether a market participant could
replace missing elements. These amendments take effect for public
businesses for fiscal years beginning after December 15, 2017 and
interimperiods within those periods, andall other entities should
apply these amendments for fiscal years beginning after December 15,
201 and interim periods within annual periods beginning after
December 15, 2019 The Company does not expect that the adoption of
this guidance will have a material impact on its condensed
financial statements.
In May 2017, the FASB issued ASU 2017-09, "Scope of Modification
Accounting", which amends the scope of modification accounting for
share-based payment arrangements, provides guidance on the types of
changes to the terms or conditions of share-based payment awards to
which an entity would be required to apply modification accounting
under ASC 718. For all entities, theASU is effective for annual
reporting periods, including interim periods within those annual
reporting period beginning after December 15, 2017. Early adoption
is permitted, including adoption in any interim period. The
Company does not expect that adoption of this guidance will have a
material impact on its condensed financial statements and
related disclosures.
In November 2016, the FASB issued Accounting Standards Update
No. 2016-18, "Statement of Cash Flows (Tcpic 230: Restricted Casli'
("ASU 2016-18").
The new guidance is intended to reduce diversity in practice byadding
or clarifying guidance on classification andpresentation of changes
in restrictde cash on the statement of cash flows. ASU 2 016-18 is
effective for annual and interim periods beginning after December 15,
2017 Early adoption is permitted. Theamendments in this update should
be applied retrospectively to all periods presented. Managementbelieves
that this ASUwill only impact the Company if it has restricted
cash in the future.
InAugust 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows
(Topic 230): Classification of Certain Cash Receipts and Cash Payments"
("ASU 2016- 15"). ASU 2016-15 will make eight targeted changes to how
cash receipts and cash payments are presented and classifiE!!i inthe
statement of cash flows ASU 2016-15 is effective for fiscal
years beginning after December 15, 2017. The new standard will require
adoption ona retrospective basis unless it is impracticable to apply,
in which case it would be required to apply the amendments
prospectively as of the earliest date practicable. Management believes
that the impact of this ASU to the Compa n y ' s condensed
financial statements would be insignificant.
Other recent accounting pronouncements issued by the FASB
(including its Emerging Issues Task Force) and the United States
Securities andExchange Commission did not or are not believed by
management to have a material impact on the Company's present or future
financial statements.
NOTE2 - GOING CONCERN
The Company has not yet generated any revenueanyrevenue since inception to date and
has sustained operatinghasmaintained a1operating loss of $3,562 during$0for the periodthree months ended
SeptemberJune 30, 2017.2018. The Company had a working capital deficit of $1,250of$0 and an
accumulated deficit of $3,562of$4,962 as of SeptemberJune 30, 2017.2018 and a working capital
deficit of $1,250and an accumulated deficit of$4,962 as of
March 31, 2018. The Company's continuation as a going concern
is dependent on its ability to generate sufficient cash flows from
operations to meet its obligations and/or obtaining additional
financing from its members or other sources, as may be required.
7
______________________________________________________________________
SHAMROCK GROVE ACQUISITION CORPORATION
Notes to Financial Statements
The accompanying unaudited condensed financial statements have been
prepared assuming that the Company will continue as a going concern;
however, the above condition raises substantial doubt about the
Company's ability to do so. The financialtodoso.The unaudited condensedfinancial statements
do not include any adjustmentsdonotinclude anyadjustments to reflect the possible future effects on
the recoverability and classificationandclassification of assets or the amounts and
classifications of liabilitiesofliabilities that may result should the Company be
unable to continue as a going concern.
In order to maintain its current level of operations, the Company will
require additional working capital from either cash flow from operations
or from the sale of its equity. However, the Company currently has
no commitments from any third parties for the purchase of its equity. If
the Company is unable to acquire additional working capital, it will be
required to significantlysignificatly reduce its current level of operations.
NOTE 3NOTE3 - RECENT ACCOUNTING PRONOUNCEMENTS
In November 2016, the FASB issued Accounting Standards Update No. 2016-18,
"Statement of Cash Flows (Topic 230): Restricted Cash" ("ASU 2016-18"). The
new guidance is intended to reduce diversity in practice by adding or
clarifying guidance on classification and presentation of changes in
restricted cash on the statement of cash flows. ASU 2016-18 is effective
for annual and interim periods beginning after December 15, 2017. Early
adoption is permitted. The amendments in this update should be applied
retrospectively to all periods presented. The Company is currently
evaluating the impact of adopting ASU 2016-18, which will only impact
the Company to the extent it has restricted cash in the future.
In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows
(Topic 230): Classification of Certain Cash Receipts and Cash Payments,
to address diversity in how certain cash receipts and cash payments are
presented and classified in the statement of cash flows". The amendments
provide guidance on the following eight specific cash flow issues: (1) Debt
Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt
Instruments or Other Debt Instruments with Coupon Interest Rates That Are
Insignificant in Relation to the Effective Interest Rate of the Borrowing;
(3) Contingent Consideration Payments Made after a Business Combination;
(4) Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the
Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned;
(6) Life Insurance Policies; (7) Distributions Received from Equity Method
Investees; (8) Beneficial Interests in Securitization Transactions; and
Separately Identifiable Cash Flows and Application of the Predominance
Principle. The amendments are effective for public business entities for
fiscal years beginning after December 15, 2017, and interim periods within
those fiscal years. Early adoption is permitted, including adoption in an
interim period. The amendments should be applied using a retrospective
transition method to each period presented. If it is impracticable to apply
the amendments retrospectively for some of the issues, the amendments for
those issues would be applied prospectively as of the earliest date
practicable. The Company is currently evaluating the impact of this new
standard on its financial statements and related disclosures.
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial
Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties
about an Entity's Ability to Continue as a Going Concern". This standard is
intended to define management's responsibility to evaluate whether there is
substantial doubt about an organization's ability to continue as a going
concern and to provide related footnote disclosures. Under U.S. GAAP,
financial statements are prepared under the presumption that the reporting
organization will continue to operate as a going concern, except in limited
circumstances. Financial reporting under this presumption is commonly
referred to as the going concern basis of accounting. The going concern
basis of accounting is critical to financial reporting because it establishes
the fundamental basis for measuring and classifying assets and liabilities.
Currently, U.S. GAAP lacks guidance about management's responsibility to
evaluate whether there is substantial doubt about the organization's ability
to continue as a going concern or to provide related footnote disclosures.
This ASU provides guidance to an organization's management, with principles
and definitions that are intended to reduce diversity in the timing and
content of disclosures that are commonly provided by organizations today
in the financial statement footnotes. The amendments are effective for
annual periods ending after December 15, 2016, and interim periods within
annual periods beginning after December 15, 2016. Early application is
permitted for annual or interim reporting periods for which the financial
statements have not previously been issued. Management believes that the
impact of this ASU to the Company's financial statements would be
insignificant.
Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force) and the United States Securities and Exchange
Commission did not or are not believed by management to have a material
impact on the Company's present or future financial statements.
NOTE 4 ACCRUED LIABILITIES
As of SeptemberJune 30, 20172018 and March 31, 2018, the Company had accrued
professional fees of $1,250.$ 0 and $1,250, respectively.
NOTE 54 - STOCKHOLDERS' DEFICIT
On May 17, 2017, the Company issued 20,000,000 founders common stock to
two directors and officers pro rata as founder sharestwodirectors andofficers for legal services renderedprovided to the Company, valued at $0.0001 par value per share, or a
total of $2,000.Company.
The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of SeptemberJune 30, 2017, 20,000,0002018, 5,500,000
shares of common stock and no
preferredandnopref erred stock were issued and outstanding.
NOTE 65 -SUBSEQUENT EVENT
Management has evaluated subsequent events through November
14, 2017,August 1, 2018, the
date which the financial statements were available to be issued. Allbeissued. Exc ept
for the events disclosed above, all subsequent events requiring
recognition have been incorporated into these financial statements and there are no subsequent
events that require disclosure in
accordance with FASB ASC Topic 855, "Subsequent Events".
______________________________________________________________________Events."
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONCONDI TI ON
AND RESULTS OF OPERATIONS
Ne xe Bl oc kchain, Inc. (fo rmerl y Shamrock Grove Acquisition
Corporation (the "Company"Corporation) ( the " Compa ny" ) was incorporated on May 17,1 7 , 2017
under the laws of the State of Delaware to engage in any lawful
corporate undertaking, including, but not limited to, selected
mergers and acquisitions.acquisitions The CompanyCompan y is a blank check company and
qualifies as an "emerging growth company" as defined in the Jumpstart
Our Business Startups Act whichActwhich became law in April, 2012.
Since inception, the Company's operations to the date of the period
coveredcove r e d by this report have beenwere limited to issuing shares of common
stock to its original shareholders and filingandfiling a registration
statement on FormFor m 10 on July 7 2017, 201 7 with the Securities and
ExchangeExcha nge Commission pursuant to the Securities ExchangeExcha nge Act of 1934 as
amended to register its class of common stock. TheSubsequent to the balance
sheet date covered by this report the Company haseffected a change in control
Prior to the change in control, the Company had no operations nor does it
currently engage in anya ny business activitiesact i vi t i e s generating revenues.
The Company's principal
business objectiveSubsequent to the balance sheet date covered by this report, and
pursuant to the change in control, the Compa ny is to achieve a business combination with a target
company.
A combination will normally takefocused on developing
andma r ke t i ng the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.
The most likely target companies are those seeking the perceived
benefits of a reporting corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities
for acquisitions, providing liquidity for shareholdersFintech and other factors.
Business opportunities may be available in many different industries and
at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
difficult and complex.Blockchaintechnologies.
As of SeptemberJune 30, 20172018 the Company had not generated revenues and had no
income or cash flows from operations since inception. The Company had
sustained net loss of $3,562$0 and an accumulated deficit of $3,562of$4,962
for the period from May 17, 2017 (Inception) to Septemberthree months ended and as of June 30, 2017.2018.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's abilityCompanys abi l i t y to continue as a going
concern.oncern. At present, the Company has no operations and theandthe continuation of
the Company as a going concern is dependent upon financial support from
its stockholders, its ability to obtaintoobtain necessary equity financing to
continue operations and/or to successfully locate and negotiateandnegotiate with a
business entity for the combination of that target company with the Company.
Management will pay all expenses incurred by the Company until a
change in control is effected. There is no expectation of repayment
for such expenses.
The president of the Company is the president, director and
shareholder of Tiber Creek Corporation. Tiber Creek Corporation assists
companies in becoming public reporting companies and with introductions
to the financial community.
Tiber Creek is in discussions with many clients some of which may
elect to use a change in control of a Form 10 reporting company to effect
reincorporation in Delaware. Although no such discussions directly address
the Company, the Company may used for such a change in control. When, and
if, such change in control is effected, the Company will file a Form 8-K
announcing it.
Subsequent Event None.
ITEM 3. QuantitativeQuan ti tative and Qualitative Disclosures About Market Risk.
Information not required to be filedbefiled by Smaller reporting companies.Reporting Companies.
ITEM 4. Controls andProcedures. Disclosures andProcedures
Management is responsible for maintaining a system of internal control
ove r financial reporting ( " I CFR" ) that pr ovi de s reasonable
assurance regarding the rel i abi l i t y of such reporting and Procedures.
Disclosuresthe
accuracy and Procedures
Pursuantr el i abi li t y of the preparation of financial statements
of such. Management is responsible to Rules adopted bymaintain records accurately and
f a i r l y to reflect transactions andtransactions are recorded as
necess a r y.
The controls should providereasonable assurance regarding the Securities and Exchange Commission,prevention
of unauthorized acquisition or use of assets.
In the present case of the Company, carried out an evaluationmanagement at the period cover e d by
this report, consisted sol e l y of the effectivenesspresident andvice president.
As such, management maintained sole control of all financial transactions
and all assets. Since the president of the designCompany was in s ol e
control of the financial transactions and operationassets
management be l i eve s that its controlr ea s ona bl y and adequately
addresses the
ri s k of itsa misstatement in the financial reporting. Based up on that
eva l uat i on , the principal officer at that time believes that the
Compan y ' s disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures arewere effective in
gathering,
analyzing
and disclosing information needed to ensure that theana l yz i ng an d di s cl os i ng i nf or mat i on neede d t o ens ur e
t ha t t he information required to be disclosedbedisclosed by the CompanyCompa ny
in its periodicper i odi c reports is recorded, processed,recor ded , summarized and
reported, within the time periods
specifiedprocessed t i me l y . The principal exe cut i ve officer was
di r e c t l y involved in the Commission's rulesday-to-day operations of the Company.
Since the change in control, management consists of a single
officer anddirector who is in control of the da y- t o- da y
operations of the Company and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.reporting.
This QuarterlyQua r t e r l y Report does not includei nc l ud e an attestation report of
the Company'sCompany ' s registered public accounting firm regarding internal
controlcont r ol over financial reporting.f inanci al reporting Management's report was not subjects
ubject to attestation by the Company'sCompa ny ' s registered public accounting
firm pursuant to temporaryt empo r a r y rules of the Securities and ExchangeandExcha nge
Commission that permit the Company to provide only management's report
in this Quarterlyt hi s Qua r t e r l y Report.
Changes in Internal ControlsControl Over Financial Reporting
There was no change in the Company's internal control over financial
reporting that was identified in connection with such evaluation that
occurred during the period covered by this report that has materially
affected, or is reasonably likely to materially affect, the Company'stheCompany's
internal control over financial reporting.
PART II -- OTHER INFORMATION ITEM 1. PROCEEDINGS
LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.
Management is aware that certain current and priorandprior blank check companies
of which Messrs. Cassidy and McKillop, the Company's current
officers and directors during
the period covered by this report, were the officersfarmer off icers and
directors have received subpoenas for documents in regard to a formal investigationan inquiry
by the Securities and ExchangeandE:{change Commission requesting documentation
regarding the transactions andfilings for thepast
five years and farmer share ownership of thosecertain blank check companies.
Management has no independent
knowledge or information regarding these subpoenas but believes it is part
of a wider review by the SEC.
ManagementThe former management of the Company has also received subpoenas from the
Securities and ExchangeandExchange Commission in regard to certain of the transactions
and filingsandfilings for the past five years of certain of its blank
check companies. Management has no independent knowledge or information
as to the intent or purpose of such subpoenas but believes the SEC is
investigating whether the change in control transaction is considered a
sale of a security and ifandif so whether a broker needs to be used to effect
the transaction.
Management
disagrees strongly with any such assessment if it were to be so determined.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Since May 17, 2017 (Inception),During the past three years, the Company has issued 20,000,000 common
shares pursuant to Section 4(2)4 (a) ( 2) of the Securities Act of 1933Actof1933
at par as follows:
On May 17, 2017 the Company issued the following shares of its common
stock:stock for services rendered to the Company:
Name Number of Shares
James Cassidy 10,000,000
James McKillop
10,000,000
10,000,000
On April 24, 2018, 19,500, 000of those shares were redeemed by the
two shareholders pro rata.
On April 25 , 2018, the Company issued the following shares of common
stock for no consideration:
Victor Wong 5,000,000 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATIONOTHERINFORMATION
(a) Not applicable.
(b) Item 407(c)407 (c) (3) of Regulation S-K:
During the quarter covered by thisbythis Report, there have not been any
material changes to the procedures by whichbywhich security holders may recommend
nominees to the Board of Directors.
ITEM 6. EXHIBITSEXHI BI TS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
FinancialExecu t i ve Officer pursuant to
Section 302 of the Sarbanes-OxleySar ba ne s - Oxl ey Act of 2002
32 Certification of the Chief Executive Officer and Chief
FinancialExe cu t i ve Officer pursuant to
Section 906 of906of the Sarbanes-OxleySa r ba nes - 0:d e y Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities ExchangeExc ha n ge Act of 1934,
the registrant has dulyhasduly caused this report to be signedbesigned on its
behalf by
the undersigned thereunto duly authorized.
SHAMROCK GROVE ACQUISITION CORPORATION
By: /s/ James M. Cassidythereuni;i':,P l horized.
President, Chief FinancialExecutiv.e Officer /s/Victor Wong
Dated: November 20, 2017
August 14, 2018