10-Q 1 forestsoundemaginos090318q.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 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 000-55736 EMAGINOS, INC. (Exact name of registrant as specified in its charter) FOREST SOUND ACQUISITION CORPORATION (Former name of registrant as specified in its charter) Delaware 81-4664656 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 13428 Maxella Avenue, #144 Marina Del Rey, California 90292 (Address of principal executive offices) (zip code) 571-921-4200 (Registrant's telephone number, including area code) 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 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" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated Filer Non-accelerated filer Smaller reporting company X Emerging Growth 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 X No Indicate the number of shares outstanding of each of the issuer's classes of stock, as of the latest practicable date. Class Outstanding at December 1, 2018 Common Stock, par value $0.0001 77,294,308 Documents incorporated by reference: None __________________________________________________________________________ FINANCIAL STATEMENTS Condensed Balance Sheets as of June 30, 2018 (unaudited) and December 31, 2017 2 Condensed Statements of Operations for the Three Months and Six Months Ended June 30, 2018 and 2017 (unaudited) 3 Condensed Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017 (unaudited) 4 Notes to Condensed Financial Statements (unaudited) 5-8 ______________________________________________________________________ EMAGINOS, INC. (formerly Forest Sound Acquisition Corporation) CONDENSED BALANCE SHEETS

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4 ______________________________________________________________________ EMAGINOS, INC. (formerly Forest Sound Acquisition Corporation) Notes to Unaudited Condensed Financial Statements NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS Emaginos, Inc. (formerly Forest Sound Acquisition Corporation) (the "Company") was incorporated on December 7, 2016 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 Company has been in the developmental stage since inception and its operations to date have been limited to issuing shares to shareholders and effecting a change in control. The Company anticipated effecting a business combination with an operating private company in order to develop its business plan. Howver, subsequently management of the Company determined not to proceed with the combination and not to proceed with the use of a public shell and to file a Form 15 to deregister the class of securities of the Company previously registered with the SEC. In May 2018, in anticipation of the subsequent change in control, the Company filed a Form 8-K announcing the change in its name to Emaginos, Inc. On July 10, the Company effected a change of its control. The Company cancelled an aggregate of 19,500,000 shares of the then 20,000,000 shares of outstanding stock valued at par. The then officers and directors resigned as the Company's president, vice president, secretary and directors. The new officers and directors of the Company are: Scott Taub Chief Executive Officer, director Allan C. Jones President, Chief Financial Officer, director On July 11, 2018, the Company issued 66,882,308 shares of its common stock valued at par as a result of the change in control to: Scott Taub 60,000,000 Allan C. Jones 6,000,000 Keith Larik 440,000 Robert James 400,000 Paula Mandel 19,231 Daniel Cynamon 23,077 On September 23, 2018, Emaginos, Inc., entered into a merger agreement (the "Merger Agreement") with Emaginos, Inc. (Emaginos Virginia), a private company organized under the laws of the Commonwealth of Virginia. The Company filed a Form 8-K regarding the merger. The merger transaction was never effected and the action rescinded. The number of outstanding shares reported herein does not include the shares anticipated to be issue on the effective closing date of the merger as such shares were not issued. 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. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying unaudited condensed financial statements. Certain 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") were omitted pursuant to such rules and regulations. The results for the nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 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 liabilities at the date of the condensed financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. CASH Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of September 30, 2018 and December 31, 2017, respectively. CONCENTRATION OF RISK 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 September 30, 2018 and December 31, 2017, respectively. 5 ______________________________________________________________________ EMAGINOS, INC. Notes to Unaudited Condensed Financial Statements INCOME TAXES Under ASC 740, "Income Taxes," deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2018 and December 31, 2017, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. LOSS PER COMMON SHARE Basic loss per common share excludes dilution and is computed by dividing net loss by the 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 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 loss of the entity. As of September 30, 2018 and December 31, 2017, there are no outstanding dilutive securities. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for 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 items that are recognized and disclosed at fair value in the unaudited condensed financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs 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 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. 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. Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. RECENT ACCOUNTING PRONOUNCEMENTS In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business". The amendments in this ASU clarify the definition 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 include, 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 interim periods within those periods, and all other entities should apply these amendments for fiscal years beginning after December 15, 2018, 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. 6 ______________________________________________________________________ EMAGINOS, INC. Notes to Unaudited 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, the ASU is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. The Company adopted this guidance on January 1, 2018 with no material impact on its condensed financial statements. 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 adopted this guidance on January 1, 2018 with no material impact on its condensed financial statements. In August 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 classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a 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. The Company adopted this guidance on January 1, 2018 with no material impact on its condensed financial statements. 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 2 - GOING CONCERN The Company has not yet generated any revenue since inception to date and has sustained operating loss of $1,108 for the nine months ended September 30, 2018. The Company had a working capital deficit of $750 and an accumulated deficit of $6,459 as of September 30, 2018 and a working captial deficit of $1,000 and an accumulated deficit of $4,851 as of December 31, 2017. 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. 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 unaudited condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities 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 significantly reduce its current level of operations. NOTE 3 - ACCRUED LIABILITIES As of September 30, 2018 and December 31, 2017, the Company had accrued professional fees of $750 and $1,000, respectively. NOTE 4 - STOCKHOLDERS' DEFICIT On July 22, 2016, the Company issued 20,000,000 founders common stock to two directors and officers for legal services provided to the Company. The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of September 30, 2018, 20,000,000 shares of common stock and no preferred stock were issued and outstanding. NOTE 5 - SUBSEQUENT EVENT The Company filed a Form 8-K noticing that the Merger Agreement entered into by the Company was not effected and the shares in exchange were not issued. Management has evaluated subsequent events through November 15, 2018, the date which the financial statements were available to be issued. Except for the events disclosed above, all subsequent events requiring recognition have been incorporated into these financial statements in accordance with FASB ASC Topic 855, "Subsequent Events." 7 ______________________________________________________________________ ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Emaginos, Inc. (formerly Forest Sound Acquisition Corporation) (the "Company") was incorporated on December 7, 2016 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 Company is a blank check company and qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act which became law in April, 2012. The Company filed a registration statement on Form 10 on January 18, 2017 with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock. The Company effected a change in control on July 11, 2018. On July 10, 2018, the then officers and directors of the Company resigned. Scott Taub was named Chief Executive Officer and a Director and Allan C. Jones was named President, Chief Financial Officer, and a Director On September 23, 2018, Emaginos, Inc., entered into a merger agreement (the "Merger Agreement") with Emaginos, Inc. (Emaginos Virginia), a private company organized under the laws of the Commonwealth of Virginia. The Company filed a Form 8-K regarding the merger. The merger transaction was never effected and the action rescinded. The number of outstanding shares reported herein does not include the shares anticipated to be issued on the effective closing date of the merger as such shares were not issued. The Company has no operations nor does it engage in any business activities generating revenues. The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with it. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. Information not required to be filed by Smaller Reporting Companies. ITEM 4. Controls and Procedures. Disclosures and Procedures Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its 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 was also the principal financial officer). Management is responsible for maintaining a system of internal control over financial reporting ("ICFR") that provides reasonable assurance regarding the reliability of such reporting and the accuracy and reliability of the preparation of financial statements of such. Management is responsible to maintain records accurately and fairly to reflect transactions and transactions are recorded as necessary. The controls should provide reasonable assurance regarding the prevention of unauthorized acquisition or use of assets. In the present case of the Company, management at the period covered by this report, consisted solely of two executive officers. As such, management maintained sole control of all financial transactions and all assets. Since the president of the Company was in sole control of the financial transactions and assets management believes that its control reasonably and adequately addresses the risk of a misstatement in the financial reporting. Based upon that evaluation, the principal officer at that time believes that the Company's disclosure controls and procedures were effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely. The principal executive officer was directly involved in the day-to-day operations of the Company. Since the change in control, management consists of two officers and two directors who are in control of the day-to-day operations of the Company and its financial reporting. This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Quarterly Report. Changes in Internal Control Over Financial Reporting The change in control resulted in a change in the management and in control of the financial reporting methodology but the Company anticipates that the change in control would not materially effect internal control by executive management of financial reporting and tht the change in the sole two officers and directors has not materially affected, and is not reasonably likely to materially affect, the Company's internal control over financial reporting. PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it. Former management of the Company received subpoenas from the Securities and Exchange Commission in regard to certain of the transactions and filings for the past five years of certain of its blank check companies. Former management believes that the SEC has determined that a change in control transaction is considered a sale of a security and that a broker needs to be used to effect the transaction. Therefore former management determined that any future transactions engaged in by them will be conducted through a member firm of Finra. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the past three years, the Company has issued 20,000,000 common shares pursuant to Section 4(a)(2) of the Securities Act of 1933 at par as follows: On December 7, 2016 the Company issued the following shares of its common stock for services rendered to the Company: Name Number of Shares James Cassidy 10,000,000 James McKillop 10,000,000 On July 10, 2018, 19,500,000 of those shares were redeemed by the two shareholders pro rata. On July 11, 2018, the Company issued the following shares of common stock valued at par: Scott Taub 60,000,000 Allan C. Jones 6,000,000 Keith Larik 440,000 Robert James 400,000 Paula Mandel 19,231 Daniel Cynamon 23,077 In September, 2018, the Company issued 9,912,000 shares at par to three shareholders. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 5. OTHER INFORMATION (a) Not applicable. (b) Item 407(c)(3) of Regulation S-K: During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors. ITEM 6. EXHIBITS (a) Exhibits 31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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. EMAGINOS, INC. By: /s/ Allan C. Jones President, Chief Financial Officer Dated: December 12, 2018

Emaginos Inc. 10-Q