ITEM
1
|
FINANCIAL
STATEMENTS
|
Road
Marshall, Inc.
BALANCE
SHEETS
|
|
|
|
|
|
December
31, 2019
(Unaudited)
|
|
|
September
30, 2019
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ASSETS
|
|
|
|
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Cash and cash equivalents
|
|
|
$
|
8,000
|
|
$
|
8,000
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TOTAL ASSETS
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$
|
8,000
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|
$
|
8,000
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|
|
|
|
|
|
|
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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|
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CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
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Accrued expenses
|
|
$
|
3,750
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|
$
|
3,837
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|
Total Current Liabilities
|
|
|
3,750
|
|
|
3,837
|
|
|
|
|
|
|
|
|
|
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STOCKHOLDERS' EQUITY :
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|
|
|
|
|
|
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Preferred
stock ($.0001 par value, 20,000,000 shares authorized; 100,000 issued and outstanding as of December 31, 2019 and
September 30, 2019)
|
10
|
|
|
10
|
|
|
Common stock ($.0001 par value, 500,000,000 shares authorized, 20,000,000 shares issued and outstanding as of December 31, 2019 and September 30, 2019)
|
|
2,000
|
|
|
2,000
|
|
|
Additional paid in capital
|
|
|
167,765
|
|
|
159,198
|
|
|
Stock subscription receivable
|
|
|
(25,000)
|
|
|
(25,000)
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|
|
Accumulated deficit
|
|
|
(140,525)
|
|
|
(132,045)
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|
Total Stockholders' Equity
|
|
|
4,250
|
|
|
4,163
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
8,000
|
|
$
|
8,000
|
See Accompanying
Notes to Unaudited Financial Statements.
-F1-
Table
of Contents
Road
Marshall, Inc.
STATEMENTS
OF OPERATIONS
(UNAUDITED)
|
|
Three Months Ended
December
31, 2019
|
|
Three Months Ended
December
31, 2018
|
Operating Expenses
|
|
|
|
|
General
and administrative expenses
|
$
|
8,480
|
$
|
8,130
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Total Operating Expenses
|
|
8,480
|
|
8,130
|
|
|
|
|
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Net Loss
|
$
|
(8,480)
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$
|
(8,130)
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Net loss per common share - Basic and Diluted
|
$
|
(0.00)
|
$
|
(0.00)
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
20,000,000
|
|
20,000,000
|
See
Accompanying Notes to Unaudited Financial Statements.
-F2-
Table
of Contents
ROAD
MARSHALL, INC.
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2019
(UNAUDITED)
|
Preferred
Shares
|
|
Par
Value Preferred Shares
|
Common
Shares
|
|
Par
Value Common Shares
|
|
Subscription
Receivable
|
|
Additional
Paid-in Capital
|
|
Accumulated
Deficit
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Balances,
September 30, 2019
|
100,000
|
$
|
10
|
20,000,000
|
$
|
2,000
|
$
|
(25,000)
|
$
|
159,198
|
$
|
(132,045)
|
$
|
4,163
|
|
Contribution
by shareholder
|
-
|
|
-
|
-
|
|
-
|
|
-
|
|
8,567
|
|
-
|
|
8,567
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|
Net
loss
|
-
|
|
-
|
-
|
|
-
|
|
-
|
|
-
|
|
(8,480)
|
|
(8,480)
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|
Balances,
December 31, 2019
|
100,000
|
$
|
10
|
20,000,000
|
$
|
2,000
|
$
|
(25,000)
|
$
|
167,765
|
$
|
(140,525)
|
$
|
4,250
|
|
See
Accompanying Notes to Unaudited Financial Statements.
-F3-
Table of Contents
ROAD
MARSHALL, INC.
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2018
(UNAUDITED)
|
Preferred
Shares
|
|
Par
Value Preferred Shares
|
Common
Shares
|
|
Par
Value Common Shares
|
|
Subscription
Receivable
|
|
Additional
Paid-in Capital
|
|
Accumulated
Deficit
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Balances,
September 30, 2018
|
100,000
|
$
|
10
|
20,000,000
|
$
|
2,000
|
$
|
(25,000)
|
$
|
130,700
|
$
|
(105,538)
|
$
|
2,172
|
|
Contribution
by shareholder
|
-
|
|
-
|
-
|
|
-
|
|
-
|
|
13,958
|
|
-
|
|
13,958
|
|
Net
loss
|
-
|
|
-
|
-
|
|
-
|
|
-
|
|
-
|
|
(8,130)
|
|
(8,130)
|
|
Balances,
December 31, 2018
|
100,000
|
$
|
10
|
20,000,000
|
$
|
2,000
|
$
|
(25,000)
|
$
|
144,658
|
$
|
(113,668)
|
$
|
8,000
|
|
See
Accompanying Notes to Unaudited Financial Statements.
-F4-
Table of Contents
Road
Marshall, Inc.
STATEMENTS
OF CASH FLOWS
(UNAUDITED)
|
|
|
|
For
the Three Months Ended December 31,
2019
|
|
|
For
the Three Months Ended December 31,
2018
|
|
|
|
|
|
|
|
|
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CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
Net
loss
|
$
|
(8,480)
|
|
$
|
(8,130)
|
|
Adjustments
to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
Changes
in operating assets and liabilities
|
|
|
|
|
|
|
|
Accrued
expenses
|
|
8,480
|
|
|
8,130
|
|
Net
cash provided by operating activities
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net
Change in Cash and Cash equivalents
|
|
-
|
|
|
-
|
|
|
Cash
and cash equivalents at beginning of period:
|
|
8,000
|
|
|
8,000
|
|
|
Cash
and cash equivalents at end of period:
|
$
|
8,000
|
|
$
|
8,000
|
|
|
|
|
|
|
|
|
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SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
Interest
paid
|
$
|
-
|
|
$
|
-
|
|
Interest
taxes paid
|
$
|
-
|
|
$
|
-
|
|
NON
- CASH INVESTING AND FINANCIAL ACTIVITIES:
|
|
|
|
|
|
|
Operation expenses
and accrued expense paid by
shareholder
|
$
|
8,567
|
|
$
|
13,958
|
See
Accompanying Notes to Unaudited Financial Statements.
-F5-
Table of Contents
Road Marshall, Inc.
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
For
the period ENDED December 31, 2019
(UNAUDITED)
NOTE 1 - ORGANIZATION
AND DESCRIPTION OF BUSINESS
Road Marshall, Inc. (the “Company”) was incorporated
under the laws of the State of Delaware on September 17, 2015. Road Marshall, Inc. is a technology company engaged in the development
of a mobile application for iOS and Android devices.
The Company has elected September 30th as its
year end.
Basis of Presentation
The accompanying unaudited interim financial
statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States
of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial
statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form
10K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation
of financial position and the results of operations for the interim period presented have been reflected herein. The results of
operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the
most recent fiscal period, as reported in the Form 10K for the most recent fiscal year, as filed with the Securities and Exchange
Commission on December 31, 2019, have been omitted.
NOTE
2 - changes in significant accounting policies
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic
842)”. Under ASU 2016-02, lessees will be required to recognize all leases (with the exception of short-term leases) at the
commencement date including a lease liability, which is a lessee’s obligation to make lease payments arising from a lease,
measured on a discounted basis; and a right-of-use (ROU) asset, which is an asset that represents the lessee’s right to use,
or control the use of, a specified asset for the lease term. Leases with a term of twelve months or less will be accounted for
similar to existing guidance for operating leases. In December 2017, January 2018, July 2018, December 2018 and March 2019, the
FASB issued ASU 2017-13, ASU 2018-01, ASU 2018-10 & 11, ASU 2018-20 and ASU 2019-01, respectively, which contain modifications
and improvements to ASU 2016-02. The amendments provide entities with an additional (and optional) transition method to adopt the
new leases standard. Under the Optional Transition Method, an entity initially applies the new leases standard at the adoption
date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.
On October 1, 2019, the Company adopted ASC
Topic 842 using the modified retrospective approach and elected to utilize the Optional Transition Method. The adoption did not
impact the Company’s previously reported financial statements nor did it result in a cumulative effect adjustment to retained
earnings as of October 1, 2019.
NOTE 3 -
GOING CONCERN
The Company’s financial statements are prepared using accounting
principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of
assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial
doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements.
These adverse conditions are negative financial trends, specifically recurring operating losses, accumulated deficit and other
adverse key financial ratios.
The Company did not generate any revenue during the three months
ended December 31, 2019. Management plans to fund operating expenses with related party contributions. There is no assurance that
management's plan will be successful.
The financial statements do not include any adjustments relating
to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary
if the Company cannot continue as a going concern.
NOTE 4 - RELATED-PARTY
TRANSACTIONS
Contributions
During the three months ended December 31, 2019 and 2018, operating expenses and accrued expenses in the amount of $8,567
and $13,958, respectively, were paid by CEO, Engchoon Peh, on behalf of the Company. These expenses, consisting mostly of
professional and consulting fees, are considered contributions to capital and recorded as additional paid in capital due to
the fact that the CEO does not require repayment from the Company.
Office furnished by related party
The Company’s executive office is located at 194 Pandan Loop
#05-08, Singapore. This office is furnished to the Company by its CEO at no charge.
-F6-
Table
of Contents
ITEM 2
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
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
Road Marshall, Inc. is 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 is called Road Marshall.
Road Marshall is an application which will be invaluable to its users in the event of car trouble and should revolutionize
the way tow truck companies are found within the United States, and eventually around the world.
It is worth noting that we expect our application Road Marshall will be free to download and use on iOS, but will not be available
on the Android store temporarily. The Company intends to monetize the mobile application through third party advertisements
during the 2020 fiscal year. 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.
RESULTS OF OPERATIONS
For the three months ended December 31, 2019 and
2018
We generated $0 in revenue for the three months ended December
31, 2019 and 2018. Our operating expenses were $8,480 and $8,130 for the three months ended December 31, 2019 and 2018, respectively.
Operating expenses were solely general and administrative in nature, consisting primarily of professional and consulting fees.
Our net loss for the three-month period ended December 31, 2019 and 2018 were $8,480 and $8,130, respectively.
LIQUIDITY AND CAPITAL RESOURCES
We have no known demands or commitments
and are not aware of any events or uncertainties as of December 31, 2019 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, 2019.
For future expenses we intend to be funded
by our officers and directors until we can generate substantive revenues from our application, Road Marshall or from technical
services provided to clients. There is a possibility that our officers and directors may not loan or provide us any such funds.
-3-
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
|
CONTROLS
AND PROCEDURES
|
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, 2019. 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, 2019 that materially affected, or were reasonably likely to materially affect, our
internal controls over financial reporting.