UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2017

 

OR

 

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

 

For the transition period from ________   to ________.

 

Commission file number: 333-200529

 

PUNTO GROUP, CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   61-1744826
(State or other jurisdiction   (IRS Employer
of incorporation or organization)   Identification number)
     

819 Cowan Road, Suite E

Burlingame, CA 94010

  94002
(Address of Principal Executive Offices)   (Zip Code)

 

(212) 370-1300

(Registrant’s Telephone Number, Including Area Code)

 

n/a

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☐   No ☒

 

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

 

Large accelerated filer   Accelerated filer
Non-accelerated filer   Smaller reporting company
(Do not check if a smaller reporting company)      

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒   No ☐

 

As of May 22, 2017, there were 5,290,000 shares of the Registrant’s common stock, par value $0.001 per share, outstanding.

 

 

 

 

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION  
   
Item 1. Financial Statements  1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations  13
Item 3. Quantitative and Qualitative Disclosures About Market Risk  14
Item 4 Controls and Procedures  14
   
PART II – OTHER INFORMATION  
   
Item 1. Legal Proceedings  14
Item 1A. Risk Factors  14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds  14
Item 3. Defaults Upon Senior Securities  14
Item 4. Mine Safety Disclosures  14
Item 5. Other Information  14
Item 6. Exhibits  14
   
SIGNATURES  15

 

 

 

 

PART I

 

Item 1. Financial Statements

 

 

Punto Group, Corp.

Unaudited Condensed Balance Sheets

As of March 31, 2017 and December 31, 2016

(Stated in U.S. Dollars)

 

   March 31,   December 31, 
   2017   2016 
       (Audited) 
ASSETS        
         
Current assets        
Cash  $-   $- 
Total assets  $-   $- 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY          
           
Current liabilities          
Accounts payable and accrued liabilities  $18,894   $10,897 
Related party payable   33,765    30,568 
Total liabilities   52,659    41,465 
           
Commitments and Contingencies          
           
Stockholders’ deficiency          
Common stock, $0.001 par value, 75,000,000 shares authorized, 5,290,000 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively.   5,290    5,290 
Additional paid-in capital   24,510    24,510 
Accumulated deficit   (82,459)   (71,265)
Total stockholders’ deficiency   (52,659)   (41,465)
           
Total liabilities and stockholders’ deficiency  $-   $- 

 

The accompanying notes are an integral part of these financial statements

 

1 
 

 

Punto Group, Corp.

Unaudited Condensed Statements of Operations and Comprehensive Loss

For the three months ended March 31, 2017 and 2016

(Stated in U.S. Dollars)

 

   For the three months ended March 31, 
   2017   2016 
         
Revenue  $-   $- 
           
General and administrative expenses   11,194    8,214 
Loss from operation   (11,194)   (8,214)
           
Gain on change of control   -    14,468 
           
Loss before income tax   (11,194)   (6,254)
           
Income tax   -    - 
           
Net loss  $(11,194)  $(6,254)
           
Comprehensive loss  $(11,194)  $(6,254)
           
Basic and diluted income/(loss) per common share  $(0.00)  $(0.00)
           
Weighted average number of common shares used in per share calculations – basic and diluted   5,290,000    5,290,000 

 

The accompanying notes are an integral part of these financial statements

 

2 
 

 

Punto Group, Corp.

Unaudited Condensed Statements of Stockholders’ Deficiency

For the three months and year ended March 31, 2017 and December 31, 2016

(Stated in U.S. Dollars)

 

   Number of Shares   Common   Additional
Paid-in
   Accumulated   Total Stockholder’ 
   Outstanding   Stock   Capital   Deficit   Deficiency 
                     
                     
Balance, January 1, 2016   5,290,000   $5,290   $24,510   $(49,377)  $(19,577)
                          
Net loss for the year   -    -    -    (21,888)   (21,888)
                          
Balance, December 31, 2016   5,290,000   $5,290   $24,510   $(71,265)  $(41,465)
                          
Balance, January 1, 2017   5,290,000   $5,290   $24,510   $(71,265)  $(41,465)
                          
Net loss for the period   -    -    -    (11,194)   (11,194)
                          
Balance, March 31, 2017   5,290,000   $5,290   $24,510   $(82,459)  $(52,659)

 

The accompanying notes are an integral part of these financial statements

 

3 
 

 

Punto Group, Corp.

Unaudited Condensed Statements of Cash Flows

For the three months ended March 31, 2017 and 2016

(Stated in U.S. Dollars)

 

   For the three months ended
March 31,
 
   2017   2016 
         
Cash flows used in operating activities        
Net loss  $(11,194)  $6,254 
           
Adjustment to reconcile net loss to net cash provided by operations:          
Gain on change of control   -    (14,468)
Increase in accounts payable and accrued liabilities   7,998    5,023 
Net cash used in operating activities   (3,196)   (3,191)
           
Cash flows from financing activities          
Advances from stockholders   3,196    - 
Net cash provided by financing activities   3,196    - 
           
Change in cash and cash equivalents   -    (3,191)
           
Cash and cash equivalents – Beginning of period   -    3,191 
           
Cash and cash equivalents – End of period  $-   $- 
           
Interest paid  $-   $- 
Income tax paid  $-   $- 

 

Non-cash transaction

 

For the three months ended March 31, 2017, the Company’s obligation to repay the advances from a former shareholder of $14,468 has been waived by the shareholder and recognized as a one-time gain.

 

The accompanying notes are an integral part of these financial statements

 

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Punto Group, Corp.

Notes to Financial Statements

As of March 31, 2017 and December 31, 2016

(Stated in U.S. Dollars)

 

1.NATURE OF OPERATIONS

 

Punto Group, Corp. (the “Company”) is a for profit corporation established under the corporation laws in the State of Nevada, United States of America on September 2, 2014.

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The financial statements and related disclosures as of December 31, 2016 are audited pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).

 

Unless the context otherwise requires, all references to “Punto Group, Corp.,” “we,” “us,” “our” or the “company” are to Punto Group, Corp. and any subsidiaries.

 

2.BASIS OF PRESENTATION AND GOING CONCERN

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

The statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the financial statements and other information included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the SEC.

 

Going Concern

 

The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern. As of March 31, 2017, the Company had accumulated deficits of $82,459. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to generate sufficient revenues to operate profitably or raise additional capital through debt financing and/or through sales of common stock.

 

Management plans to fund operations of the Company through the proceeds from an offering pursuant to a Registration Statement on Form S-1 or private placements of restricted securities or the issuance of stock in lieu of cash for payment of services until such a time as profitable operations are achieved. If we do not raise all of the money we need from public offerings, we will have to find alternative sources, such as loans or advances from our officers, directors or others. Such additional financing may not become available on acceptable terms and there can be no assurance that any additional financing that the Company does obtain will be sufficient to meet its needs in the long term. There are no written agreements in place for such funding or issuance of securities and there can be no assurance that such will be available in the future. Management believes that this plan provides an opportunity for the Company to continue as a going concern.

 

5 
 

 

Punto Group, Corp.

Notes to Financial Statements

As of March 31, 2017 and December 31, 2016

(Stated in U.S. Dollars)

 

The failure to achieve the necessary levels of profitability or obtain the additional funding would be detrimental to the Company.

 

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Actual results could differ from those estimates.

 

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

 

Cash and Cash Equivalents

 

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

 

Fair Value of Financial Instruments

 

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments.  ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2017.

 

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values.  These financial instruments include cash, accrued liabilities and notes payable.  Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

 

Revenue Recognition

 

The Company will recognize revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"). ASC-605 requires that four basic criteria must be met before revenue can be recognized:

 

1.      Persuasive evidence of an arrangement exists

2.      Delivery has occurred

3.      The selling price is fixed and determinable

4.      Collectability is reasonably assured.

 

6 
 

 

Punto Group, Corp.

Notes to Financial Statements

As of March 31, 2017 and December 31, 2016

(Stated in U.S. Dollars)

 

Determination of criteria (3) and (4) are based on management's judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, or other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

 

Basic and Diluted Net Loss Per Share

 

Our computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

Income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted (loss) per common share is the same for periods in which the company reported an operating loss because all warrants and stock options outstanding are anti-dilutive.

There were no adjustments to net loss required for purposes of computing diluted earnings per share.

 

For the three month periods ended March 31, 2017 and 2016, there were no potential dilutive securities.

 

Comprehensive income (loss)

 

The Company follows the provisions of the Financial Accounting Standards Board (the “FASB”) ASC 220 Reporting Comprehensive Income, and establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose financial statements. The Company’s comprehensive income (loss) consists of net income (loss) and foreign currency translation adjustments.

 

Recently Issued Accounting Pronouncements

 

On August 26, 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230)". Stakeholders indicated that there is diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. This Update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this Update 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. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. As a result, the Company has elected to early adopt this Update prospectively as of December 31, 2016 and prior periods have not been retrospectively adjusted.

 

7 
 

 

Punto Group, Corp.

Notes to Financial Statements

As of March 31, 2017 and December 31, 2016

(Stated in U.S. Dollars)

 

As of December 31, 2016, except for the above, there are no recently issued accounting standards not yet adopted that would have a material effect on the Company’s financial statements.

 

4.ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses consisted of the followings as of March 31, 2017 and December 31, 2016:

 

     3/31/2017   12/31/2016 
  Audit and review expense  $12,000   $8,000 
  Legal expense   6,794    180 
  Filing fee   100    1,247 
  Other   -    1,470 
     $18,894   $10,897 

 

5.GAIN ON CHANGE OF CONTROL

 

The Company underwent a change of control in January 2016, and the former shareholder forgave the $14,468 advances at the date of transfer. The Company recognized it as one-time gain, which reflected on the Statements of Operation and Comprehensive Loss for the three months ended March 31, 2016.

 

6.RELATED PARTY TRANSACTIONS

 

The director of the Company provides services free of charge. The Company's sole officer and director is involved in other business activities and may in the future, become involved in other business opportunities as they become available.

 

The Company underwent a change of control in January 2016, which the majority ownership was transferred to a new majority shareholder. The former shareholder forgave the $14,468 advances at the date of the transfer, and the Company recognized a one-time gain of $14,468 which is included as gain on change of control in the Company’s results of operations during the three month ended March 31, 2016.

 

As of December 31, 2016, there were advances of $30,568 from the current shareholder for the purpose of operating the Company.

 

As of March 31, 2017, there were advances of $33,765 from the current shareholder for the purpose of operating the Company.

 

8 
 

 

Punto Group, Corp.

Notes to Financial Statements

As of March 31, 2017 and December 31, 2016

(Stated in U.S. Dollars)

 

The Company’s registration address is free of charge as it is provided by a related party. The Company is not able to estimate fair market value for using a registered address; therefore, there is no rent expenses for the three month ended March 31, 2017.

 

7.INCOME TAX

 

The Company was established in the State of Nevada in United States and is subject to Nevada State and US Federal tax laws. The Company has not recognized an income tax benefit for its operating losses based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. Further, the benefit from utilization of NOL carry forwards could be subject to limitations due to material ownership changes that could occur in the Company as it continues to raise additional capital. Based on such limitations, the Company has significant NOLs for which realization of tax benefits is uncertain. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.

 

As of March 31, 2017, the Company has accumulated net operating losses of $82,459 which carryovers as a deferred tax asset that begins to expire in 2025.

 

The net losses before income taxes and its provision for income taxes as follows:

 

     3/31/2017   3/31/2016 
  Net loss before income taxes  $(11,194)  $(6,254)
             
  Tax expenses (benefit) at the statutory tax rate   (3,694)   (2,064)
             
  Tax effects of:          
  Valuation allowance   3,694    2,064 
             
  Income tax benefit   -    - 

 

8. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from March 31, 2017 through the date the financial statements were available to be issued. There was no subsequent event at the report date.

 

9 
 

 

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

 

This Quarterly Report on Form 10-Q includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report. The terms “we,” “our” and “the Company” used throughout this report refer to Punto Group, Corp., a Nevada corporation.

  

Overview

 

We were incorporated in the State of Nevada on September 2, 2014. The Company intends to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. There can be no assurance that the Company will ever consummate a business combination and achieve long-term growth potential or immediate, short-term earnings from any business combination the Company enters into.

 

Results of Operations

 

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

Our net loss for the three-month period ended March 31, 2017 was $11,194 compared to a loss of $8,214 during the three-month period ended March 31, 2016. Our general and administrative expenses represent fees paid for legal and accounting services in connection with our public company reporting obligations. We did not generate any revenue during these periods. 

 

Liquidity and Capital Resources

 

We expect we will require additional capital to meet our long term operating requirements. We expect to finance our operations through advancements, the sale of equity or debt securities until we consummate a business combination. We currently have a limited amount of cash, and will need additional capital in order to continue operating. 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.

 

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.

 

As of March 31, 2017, our total assets were $0 compared to $0 in total assets at December 31, 2016. As of March 31, 2017, our total liabilities were $52,659, compared to $41,465 in total liabilities at December 31, 2016. As of March 31, 2017, total liabilities were comprised of $18,894 in accounts payable and accrued liabilities and $33,765 in related party payables. As of December 31, 2016, total assets were $0 and total liabilities were comprised of $10,897 in accounts payable and accrued liabilities and $30,568 in related party payables.

 

Stockholders’ deficiency was $52,659 as of March 31, 2017 compared to $41,465 as of December 31, 2016.

 

Off-Balance Sheet Arrangements

 

We have not entered into 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 and would be considered material to investors.

 

10 
 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable.

  

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Based on an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended), as of March 31, 2017, the Company’s Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial and accounting officer) has concluded that the Company’s disclosure controls and procedures were not effective.

 

Changes in Internal Control Over Financial Reporting

 

There have not been any changes in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended March 31, 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. Risk Factors.

 

We are a smaller reporting company and, therefore, we are not required to provide information required by this Item.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None. 

 

Item 6. Exhibits.

 

Number   Description
     
31.1*   Certification Pursuant to Sarbanes-Oxley Section 302
     
32.1**   Certification Pursuant To 18 U.S.C. Section 1350, as adopted 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 Linkbase Document
101.LAB*   XBRL Taxonomy Extension Label Linkbase Document
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document

 

*    Filed herewith.

**  Furnished herewith.

 

11 
 

 

SIGNATURES

 

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

 

  PUNTO GROUP, CORP.
     
Dated:  May 22, 2017 By:  /s/ Lei Wang
    Name: Lei Wang
   

Title:   Chief Executive Officer and

Chief Financial Officer

 

 

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