UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number 333-156077
UKRAGRO CORPORATION
(Exact name of registrant as specified in its charter))
Nevada 7200 98-0599925
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of organization) Classification Code) Identification #)
239 B Schorsa Street
Zhitomir, Ukraine, 10008
Tel. 011380506081534
(Address, including zip code, and telephone number, including area code,
of registrants principal executive offices)
Business Filings Incorporated
6100 Neil Road, Suite 500
Reno, Nevada 89511
(608) 827-5300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 last 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. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-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 [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 2,502,000 as of March 09, 2009
FINANCIAL STATEMENTS
Ukragro Corporation
(A Development Stage Company)
Index
-----
Unaudited Balance Sheets as of January 31, 2009 and October 31, 2008....... 3
Unaudited Statements of Operations for the Three months ended
January 31, 2009 and the period from October 23, 2008 (inception)
through January 31, 2009................................................... 4
Unaudited Statements of Cash Flows for the Three months ended
January 31, 2009 and the period from October 23, 2008 (inception)
through January 31, 2009through January 31, 2009........................... 5
Unaudited Statement of Changes in Stockholders' Equity (Deficit)
for the period of October 23, 2008 (inception) through January 31, 2009.... 6
Notes to the Unaudited Financial Statements................................ 7
2
Ukragro Corporation
(A Development Stage Company)
Balance Sheets
As of January 31, 2009 and October 31, 2008
(Unaudited)
January 31, October 31,
2009 2008
-------- --------
ASSETS
Current Assets
Cash $ 25,180 $ 100
-------- --------
Total Assets $ 25,180 $ 100
======== ========
LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIT)
Current Liabilities
Accounts payable $ -- $ --
Due to related parties 405 405
-------- --------
405 405
Stockholders' Equity (Deficit)
Common stock, 75,000,000 shares authorized, $.00001 par value,
2,502,000 and 2,000,000 shares issued and outstanding, respectively 25 20
Additional paid-in capital 27,076 481
Deficit accumulated during the development stage (2,326) (806)
-------- --------
Total Stockholders' Equity (Deficit) 24,775 (305)
-------- --------
Total Liabilities and Stockholders' Equity (Deficit) $ 25,180 $ 100
======== ========
See the accompanying summary of accounting policies and
notes to the financial statements
3
Ukragro Corporation
(A Development Stage Company)
Statements of Operations
For the Three Months Ended January 31, 2009 and the period from
October 23, 2008 (Inception) Through January 31, 2009
(Unaudited)
For the Three October 23, 2008
months ended (inception) through
January 31, January 31,
2009 2009
---------- ----------
Operating Expenses
Consulting services $ 750 $ 1,000
General and administrative 20 50
Rent 750 1,000
Legal and accounting -- 275
Interest Expense -- 1
---------- ----------
Total Expenses 1,520 2,326
---------- ----------
Net Loss $ (1,520) $ (2,326)
========== ==========
Net Loss Per Common Share - Basic and Diluted $ (0.00)
==========
Weighted Average Number of Common Shares Outstanding 2,079,696
==========
See the accompanying summary of accounting policies and
notes to the financial statements
4
Ukragro Corporation
(A Development Stage Company)
Statements of Cash Flows
For the Three Months Ended January 31, 2009 and the period from
October 23, 2008 (Inception) Through January 31, 2009
(Unaudited)
For the Three October 23, 2008
months ended (inception) through
January 31, January 31,
2009 2009
-------- --------
Operating Activities
Net loss $ (1,520) $ (2,326)
Adjustments to reconcile net loss to net
cash used in operating activities:
Contributed rent and consulting services 1,500 2,000
Imputed interest on due to directors -- 1
-------- --------
Net Cash Used in Operating Activities (20) (325)
-------- --------
Financing Activities
Increase on due to directors -- 405
Proceeds from the sale of common stock 25,100 25,100
-------- --------
Net Cash Provided by Financing Activities 25,100 25,505
-------- --------
Increase in Cash 25,080 25,180
Cash - Beginning of Period 100 --
-------- --------
Cash - End of Period $ 25,180 $ 25,180
======== ========
Supplemental Disclosures:
Interest paid -- --
Income taxes paid -- --
======== ========
See the accompanying summary of accounting policies and
notes to the financial statements
5
Ukragro Corporation
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
For the Period From October 23, 2008 (Inception) Through January 31, 2009
(Unaudited)
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit Total
------ ------ ------- ------- -----
Balances at October 27, 2008 -- $ -- $ -- $ -- $ --
Issuance of founder's shares 2,000,000 20 (20) -- --
Contributed rent and services -- -- 500 -- 500
Imputed Interest -- -- 1 -- 1
Net loss -- -- -- (806) (806)
--------- ------ -------- -------- --------
Balances at October 31, 2008 2,000,000 20 481 (806) (305)
========= ====== ======== ======== ========
Issuance of shares for cash 502,000 5 25,095 -- 25,100
Contributed rent and services -- -- 1,500 -- 1,500
Net loss -- -- -- (1,520) (1,520)
--------- ------ -------- -------- --------
Balances at January 31, 2009 2,502,000 $ 25 $ 27,076 $ (2,326) $ 24,775
========= ====== ======== ======== ========
See the accompanying summary of accounting policies and
notes to the financial statements
6
Ukragro Corporation
Notes to the Financial Statements
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited interim financial statements of Ukragro Corporation
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 Ukragro's audited 2008 annual
financial statements and notes thereto filed with the SEC on form S-1. In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
result of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements, which would substantially duplicate the disclosure
required in Ukragro's 2008 annual financial statements have been omitted.
NOTE 2 - GOING CONCERN
These financial statements have been prepared on a going concern basis, which
implies Ukragro will continue to meet its obligations and continue its
operations for the next fiscal year. Realization value may be substantially
different from carrying values as shown and these financial statements do not
include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should
Ukragro be unable to continue as a going concern. As of January 31, 2009,
Ukragro has not generated revenues and has accumulated losses of $2,326 since
inception. The continuation of Ukragro as a going concern is dependent upon the
continued financial support from its shareholders, the ability of Ukragro to
obtain necessary equity financing to continue operations, and the attainment of
profitable operations. These factors raise substantial doubt regarding the
Ukragro's ability to continue as a going concern.
NOTE 3 - RELATED PARTY TRANSACTIONS
During the quarter ended January 31, 2009, Ukragro recognized a total of $1,500
for donated rent and services provided by the President and Director of the
Company. These transactions are recorded as a contribution in additional paid in
capital.
As of January 31, 2009, Ukragro owes a director $405 for a loan, which is
unsecured, non interest bearing, with no specific terms of repayment. Imputed
interest is not recorded due to the amount being immaterial.
NOTE 4 - COMMON STOCK
On October 23, 2008, Ukragro issued 2,000,000 shares of common stock (founder's
shares) at par value $0.00001 to the President and Director of the Company.
During the quarter ended January 31, 2009, Ukragro issued 502,000 common shares
at $0.05 per share, for proceeds of $25,100.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This 10-Q contains forward-looking statements. Our actual results could differ
materially from those set forth as a result of general economic conditions and
changes in the assumptions used in making such forward-looking statements. The
following discussion and analysis of our financial condition and results of
operations should be read together with the audited consolidated financial
statements and accompanying notes and the other financial information appearing
elsewhere in this report. The analysis set forth below is provided pursuant to
applicable Securities and Exchange Commission regulations and is not intended to
serve as a basis for projections of future events. Refer also to "Cautionary
Note Regarding Forward Looking Statements" and "Risk Factors" below.
The following discussion and analysis provides information which management of
Ukragro Corporation (the "Company") believes to be relevant to an assessment and
understanding of the Company's results of operations and financial condition.
This discussion should be read together with the Company's financial statements
and the notes to financial statements, which are included in this report.
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
This management's discussion and analysis or plan of operation should be read in
conjunction with the financial statements and notes thereto of the Company for
the quarter ended January 31, 2009. Because of the nature of a relatively new
and growing company the reported results will not necessarily reflect the
future.
This section of the report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
PLAN OF OPERATION
We are a start-up corporation and have not yet generated or realized any
revenues from our business operations.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no revenues are anticipated until
we begin our operations. In January 2009 we raised $25,100 in our public
offering of common stock.
Our goal is to commence our operations. We intend to accomplish the foregoing
through the following milestones:
8
1. We plan immediately to start marketing research of our business. We
believe it will be completed within 100 days and it will cost between
$1,000 to $2,000.
2. After completion of our marketing research, we will immediately begin
to develop our website. We believe that our website can be fully
operational within 100 days and it will cost between $2,000 and
$3,000.
3. After our website is established, we intend to market our business to
potential customers or investors through our website and by personal
contact through Ms. Yahodka, our president.
Within 250 days after we complete our public offering, we should be in the
position to establish our first spa in Zhitomir, Ukraine.
In summary, our website should be fully operational within 200 days and we
should begin our operations in 250 days of completing our offering.
If we cannot generate sufficient revenues to continue operations, we will
suspend or cease operations. If we cease operations, we do not know what we will
do and we do not have any plans to do anything else.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in development stage operations and have
not yet generated any revenues. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns.
In addition to this offering, we are seeking equity financing in order to obtain
the capital required to implement our business plan.
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available to us on satisfactory terms, we may be
unable to continue, develop or expand our operations. Equity financing could
result in additional dilution to our existing shareholders.
RESULTS OF OPERATIONS
FROM INCEPTION ON OCTOBER 23, 2008 TO JANUARY 31, 2009
During this period we incorporated the company, hired an attorney and an auditor
for the preparation of this registration statement. We also prepared an internal
business plan. Our loss since inception is $2,326 of which $275 is for legal and
9
accounting fees, $1,000 is for rent, $1,000 is for consulting services, and $50
is for filing fees and general office expenses.
Since inception, we have issued 2,000,000 shares of common stock to our sole
officer and director. During the quarter ended January 31, 2009, the company
sold 502,000 shares of common stock at a price of $0.05 per share for cash
proceeds of $25,100.
LIQUIDITY AND CAPITAL RESOURCES
Money that we raised in our public offering will be applied to the items set
forth in the Use of Proceeds section of our prospectus. If we are unable to
successfully attract customers to utilize our spa services, we may use up the
proceeds from this offering and will need to find alternative sources, like a
second public offering, a private placement of securities, or loans from our
officers or others in order for us to continue our operations.
At present, we have not made any arrangements to raise additional capital,
other than through this offering.
Since inception, we have issued 2,502,000 shares of our common stock and
received $25,100.
We issued 2,000,000 shares of common stock to our sole officer and director
pursuant to the exemption from registration contained in Regulation S of the
Securities Act of 1993. The purchase price of the shares was $20. This was
accounted for as an acquisition of shares. Ms. Protskiv covered our initial
expenses of $405 for incorporation, accounting and legal fees. The amount owed
to Ms. Protskiv is non-interest bearing, unsecured and due on demand. Further
the agreement with Ms. Protskiv is oral and there is no written document
evidencing the agreement.
Since inception, the company sold 502,000 shares of common stock at a price of
$0.05 per share for cash proceeds of $25,100.
As of January 31, 2009, our total assets were $25,180 and our total liabilities
were $405.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Exchange Act of 1934 and are not required to provide the information under this
item.
ITEM 4. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We carried out an evaluation, under the supervision and with the participation
of our management, including our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act
(defined below)). Based upon that evaluation, our principal executive officer
and principal financial officer concluded that, as of the end of the period
covered in this report, our disclosure controls and procedures were not
10
effective to ensure that information required to be disclosed in reports filed
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is
recorded, processed, summarized and reported within the required time periods
and is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.
Our management, including our principal executive officer and principal
financial officer, does not expect that our disclosure controls and procedures
or our internal controls will prevent all error or fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints and the benefits of controls must be considered relative to their
costs. Due to the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any, have been detected. Accordingly, management believes that the
financial statements included in this report fairly present in all material
respects our financial condition, results of operations and cash flows for the
periods presented.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
In addition, our management with the participation of our Principal Executive
Officer and Principal Financial Officer have determined that no change in our
internal control over financial reporting occurred during or subsequent to the
quarter ended January 31, 2009 that has materially affected, or is (as that term
is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act
of 1934) reasonably likely to materially affect, our internal control over
financial reporting.
11
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Exchange Act of 1934 and are not required to provide the information under this
item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On January 14, 2009, the Securities and Exchange Commission declared our Form
S-1 Registration Statement effective, file number 333-156594, permitting us to
offer up to 2,000,000 shares of common stock at $0.05 per share. There is no
underwriter involved in our public offering.
On January 21, 2009 we completed our public offering and raised $25,100 by
selling 502,000 shares of common stock. Since then we have used the proceeds as
follows:
General & Administrative $ 20
Bank balance as of January 31, 2009 25,180
-------
TOTAL: $25,200
=======
ITEM 6. EXHIBITS.
The following documents are included herein:
Exhibit No. Document Description
----------- --------------------
31.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to section 906 of the Sarbanes-Oxley Act of
2002.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the Registrant and in
the capacities on this 16th day of March, 2009.
Ukragro Corp.
(Registrant)
BY: /s/ Maria Yahodka
--------------------------------------------------
Maria Yahodka
President, Principal Executive Officer, Treasurer,
Principal Financial Officer, Principal Accounting
Officer and sole member of the Board of Directors.
13
EXHIBIT INDEX
Exhibit No. Document Description
----------- --------------------
31.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to section 906 of the Sarbanes-Oxley Act of
2002.