ITEM 2
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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FORWARD
LOOKING STATEMENTS
This
Quarterly Report of Road Marshall, Inc. on Form 10-Q contains forward-looking statements, particularly those identified with
the words, “anticipates,” “believes,” “expects,” “plans,” “intends,”
“objectives,” and similar expressions. These statements reflect management's best judgment based on factors known
at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set
forth under “Management's Discussion and Analysis of Financial Condition and Results of Operations,” generally, and
specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report
on Form 10-Q. Actual events or results may differ materially from those discussed herein. 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 results, however, are impossible to predict and no representation, guarantee,
or warranty is to be inferred from those forward-looking statements.
The
assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of
future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances.
As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions
from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the
outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability
of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
We
prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments.
We base our estimates and judgments on historical experience, current trends and other factors that management believes to be
important at the time the financial statements are prepared. Due to the need to make estimates about the effect of matters that
are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions.
On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our financial statements.
While
we believe that the historical experience, current trends and other factors considered support the preparation of our financial
statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.
PLAN
OF OPERATION
Currently,
we are a company with the intent to become one of the, if not the primary, leading publicly traded iOS and Android
application development and promotion companies in the industry. Our proprietary application that is fully developed is
called Road Marshall. Road Marshall is an application which we believe will be invaluable to its users in the event of car
trouble and we believe it may revolutionize the way tow truck companies are found within the United States, and eventually
around the world.
It is
worth noting that our application Road Marshall is currently free to download and use. The Company intends to monetize the
mobile application through third party advertisements. These advertisements could include, but not strictly be limited to,
their products, services, and or other mobile applications that are not in direct competition to our own (such as application
games for example). At this point in time there are no agreements in place with any specific advertisers, and our plan to
monetize our application through advertisements remains in the planning stages.
We will
only begin monetizing the application through advertisements when the application has gained a larger user base. We believe
that when a sufficient user base has been achieved then the addition of unobtrusive advertisements will not materially impact
the number of users who utilize Road Marshall. There is also the possibility that Road Marshall may insert “in
app” purchases whereby a user can purchase upgraded services or products within the app. However, this is speculative
and is only mentioned as a possibility down the line if we are not generating sufficient revenue from the use of
advertisements alone. At present, no definitive plans are in place for any “in app” purchases. At present
we intend to further develop features of the application, and we also plan to develop a strategy to attain a broad user
base. The timeline of the aforementioned is undetermined.
RESULTS
OF OPERATIONS
For the three months ended December 31, 2016
We generated no revenues for the three months ended December
31, 2016. Our operating expenses were $26,660 for the three months ended December 31, 2016. Operating expenses were solely general
and administrative in nature and consisted primarily of professional and consulting fees. Our net loss for the three month period
ended December 31, 2016 was $26,660.
LIQUIDITY
AND CAPITAL RESOURCES
We have no known demands or commitments
and are not aware of any events or uncertainties as of December 31, 2016 that will result in or that are reasonably likely to materially
increase or decrease our current liquidity.
We had no material commitments for capital
expenditures as of December 31, 2016.
As of December 31, 2016 we are holding $25,000 in cashier’s checks to be deposited. For future expenses exceeding $25,000, we intend to be funded by
our officers and directors until we can generate revenue from our application, Road Marshall. There is a possibility that our officers
and directors may not loan or provide us any such funds.
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Table
of Contents
OFF-BALANCE
SHEET ARRANGEMENTS
The
Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect
on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
ITEM
4
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CONTROLS
AND PROCEDURES
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Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that are designed
to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow
timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognized
that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving
the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship
of possible controls and procedures.
Our
Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures
as of December 31, 2016. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that
our disclosure controls and procedures as of the end of the period covered by this report were ineffective.
Changes
in Internal Controls over Financial Reporting
There
have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last
fiscal quarter ended December 31, 2016 that materially affected, or were reasonably likely to materially affect, our internal
controls over financial reporting.