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 ~~December~~March 31, ~~2016~~2017

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

For the transition period from ______to______.

WINTAHENDERSON INTERNATIONAL, INC.

(Exact name of registrant as specified in Charter

Nevada

000-54038

27-3819552

(State or other jurisdiction of

incorporation or organization)

(Commission File No.)

(IRS Employee

Identification No.)

641 Fifth Avenue, Suite 31F

New York, New York 10022

(Address of Principal Executive Offices)

(212) 879-9600

(Issuer Telephone number)

(Former Name or Former Address if Changed Since Last Report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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~~ 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, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):Yes ☐ No ☒

~~Large~~Indicate by ~~Accelerated~~check ~~Filer~~mark ☐whether ~~Accelerated~~the ~~Filer~~registrant ☐is ~~Non~~a large accelerated filer, an accelerated filer, a non-~~Accelerated~~accelerated ~~Filer~~filer, ☐smaller ~~Smaller~~reporting company, ~~Reporting~~or ~~Company~~an ☒emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of ~~February~~May 79, 2017: 100,000 shares of common stock.

WINTAHENDERSON INTERNATIONAL, INC.

FORM 10-Q

~~December~~March 31, ~~2016~~2017

INDEX

PART I - FINANCIAL INFORMATION
PART I -- FINANCIAL INFORMATION
Item 1.	Financial Statements	12
Item 2.	Management’s Discussion and Analysis of Financial Condition	57
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	68
Item 4.	Control and Procedures	79
PART II - OTHER INFORMATION
PART II -- OTHER INFORMATION
Item 1.	Legal Proceedings	810
Item 1A.	Risk Factors	810
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	810
Item 3.	Defaults Upon Senior Securities	810
Item 4.	(Removed & Reserved)	810
Item 5.	Other Information	810
Item 6.	Exhibits	810
SIGNATURE		911

Wintahenderson International, Inc.

BALANCE SHEETS

~~December~~March 31, ~~2016~~2017 and June 30, 2016

	(Unaudited)			~~(Audited)~~
	December 31, 2015			June 30, 2016
	March 31, 2017			June 30, 2016
ASSETS
CURRENT ASSETS:
Cash & equivalents	$	2,~~539~~038		$	441
Total Current Assets		2,~~539~~038			441
Total Assets	$	2,~~539~~038		$	441
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	-		$	3,150
Loan payable - related parties		~~138~~141,111			121,611
Total Current Liabilities		~~138~~141,111			124,761
Total Liabilities		~~138~~141,111			124,761
SHAREHOLDERS' DEFICIT
Preferred stock $0.001 par value; 10,000,0000 shares authorized none issued and outstanding		-			-
Common stock $0.001 par value, 100,000,000 shares authorized; 100,000 issued and outstanding		100			100
Additional paid-in-capital		16,468			16,468
Accumulated deficit		(~~152~~155,~~140~~641	)		(140,888	)
Total stockholders' deficit	$	(~~135~~139,~~572~~073	)	$	(124,320	)
Total Liabilities and Shareholders' Deficit	$	2,~~539~~038		$	441

The accompanying notes are an integral part of these unaudited financial statements

Wintahenderson International, Inc.

STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended			For the three months ended			For the six months ended			For the six months ended
	For the three months ended March 31, 2017			For the three months ended March 31, 2016			For the nine months ended March 31, 2017			For the nine months ended March 31, 2016
	December 31, 2016			December 31, 2015			December 31, 2016			December 31, 2015
Revenue:	$	-		$	-		$	-		$	-
Operating Expenses:
Professional Fees		32,~~455~~180			35,~~750~~900			810,~~305~~485			1015,~~085~~985
General and Administrative		1,~~379~~320			12,~~147~~138			24,~~947~~268			24,~~626~~764
Total Operating Expenses		43,~~834~~500			48,~~897~~038			1114,~~252~~753			1220,~~711~~749
Net loss	$	(43,~~834~~500	)	$	(48,~~897~~038	)	$	(1114,~~252~~753	)	$	(1220,~~711~~749	)
Basic and diluted net loss per common share	$	(0.0504	)	$	(0.0508	)	$	(0.1115	)	$	(0.1321	)
Weighted average number of common shares used in calculating basic and diluted net loss per common share		100,000			100,000			100,000			100,000

The accompanying notes are an integral part of these unaudited financial statements

Wintahenderson International, Inc.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the six month period ended			For the six month period ended
	For the nine months ended March 31, 2017			For the nine months ended March 31, 2016
	December 31, 2016			December 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1114,~~252~~753	)	$	(1220,~~711~~749	)
Adjustments to reconcile net loss to net cash used in operations
Changes in operating assets and liabilities:
Decrease in accounts payable		(3,150	)		(1,950	)
Net cash used in operating activities		(1417,~~402~~903	)		(1422,~~661~~699	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Loan payable - Related parties		1619,500			1523,500
Net cash provided by financing activities		1619,500			1523,500
NET INCREASE IN CASH & CASH EQUIVALENTS		21,~~098~~597			~~839~~801
CASH & CASH EQUIVALENTS, BEGINNING BALANCE		441			834
CASH & CASH EQUIVALENTS, ENDING BALANCE	$	2,~~539~~038		$	1,~~673~~635
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
NONCASH INVESTING AND FINANCING TRANSACTIONS
Taxes paid	$	-		$	-
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-

The accompanying notes are an integral part of these unaudited financial statements

WINTAHENDERSON INTERNATIONAL, INC.

NOTES TO (UNAUDITED) FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Wintahenderson International, Inc. (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 ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form 10-K. 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 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 contained in the audited financial statements for the most recent fiscal year 2016 as reported in Form 10-K, have been omitted.

NOTE 2 – GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and has a working capital deficit. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management’s Plan to Continue as a Going Concern

The Company has met its historical working capital requirements from the sale of its capital shares and loans from shareholders. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. In order to minimize the financial burden on the Company, the Company’s CEO, has agreed to provide non-interest bearing demand loans to the Company to pay the Company’s annual audit fees, filing costs, legal fees and other costs as long as the Board of Directors of the Company deem it necessary. The Company will account for each such payment as a demand loan and, accordingly, be recorded as a current liability on the Company’s books. There can be no assurance that such financial support shall be ongoing or available on terms or conditions acceptable to the Company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 – RELATED PARTY TRANSACTIONS

For the ~~quarter~~nine months ended ~~December~~March 31, ~~2016~~2017, the President loaned $1619,500 to the Company. As of ~~December~~March 31, ~~2016~~2017, the ~~President~~outstanding ~~loaned $138,111~~balance toon the ~~Company~~loan amounted to $141,111. This loan is unsecured, noninterest bearing, and due on demand.

The office space used by the Company is provided by ~~management of~~ the ~~Company~~President at no charge.

Item 2.

Management’s Discussion and Analysis or Plan of Operation

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Plan of Operation

We were organized as a vehicle 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 for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

During the next 12 months we anticipate incurring costs related to:

	(i)	filing of Exchange Act reports, and

	(ii)	consummating an acquisition.

We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors.

We have negative working capital, negative stockholders’ equity and have not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting its efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Our officers and directors have not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

Results of Operation

We have not had any operating income since inception. For the three and nine months ended ~~December~~March 31, ~~2016~~2017 and ~~2015~~2016 we incurred a net loss of $43,~~834~~500 and $48,~~897~~038, respectively~~. Expenses~~ ~~were comprised of costs mainly associated with legal, accounting~~ and ~~office expense. For the six months ended December 31, 2016 and 2015, we incurred a net loss of~~ $1114,~~252~~753 and $1220,~~711~~749, respectively. Expenses were comprised of costs mainly associated with legal, accounting and office expense. ~~As we did not generate any revenues during the three and six months ended September 30, 2016, our net loss equaled our operating expenses.~~

Liquidity and Capital Resources

As of ~~December~~March 31, ~~2016~~2017 and June 30, ~~2015~~2016, the Company has an accumulated deficit of $~~152~~155,~~140~~641 and $140,888 and had cash totaling $2,~~539~~ 038 and $441, respectively. We had no capital resources and we will need additional capital to continue operations for the next twelve months. We intend to rely upon the issuance of common stock and loans from shareholders to fund administrative expenses pending acquisition of an operating company. However, our shareholders are under no obligation to provide such funding.

Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.

Net cash used in operations for the ~~six~~nine months ended ~~December~~March 31, ~~2016~~2017 was $(1417,~~402~~903) as compared to $(1422,~~661~~699) for the ~~six~~nine months ended ~~December~~March 31, ~~2015~~2016.

There was no cash used in investing activities for the ~~six~~nine months ended ~~December~~March 31, ~~2016~~2017 and ~~2015~~2016.

Net cash provided by financing activities for the ~~six~~nine months ended ~~December~~March 31, ~~2016~~2017 was $1619,500 compared to $1523,500 for the ~~six~~nine months ended ~~December~~March 31, ~~2015~~2016.

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $~~152~~155,~~140~~641 from inception and a working capital deficit of $~~135~~139,~~572~~073 at ~~December~~March 31, ~~2016~~2017. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern

Allan Schwartz will supervise the search for target companies as potential candidates for a business combination. Allan Schwartz will pay, at his own expense, any costs he incurs in supervising the search for a target company. Allan Schwartz may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants. Allan Schwartz controls us and therefore has the authority to enter into any agreement binding us. Allan Schwartz as an officer, director and shareholder can authorize any such agreement binding us.

Critical Accounting Policies

In ~~December~~March 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.

Off Balance Sheet Transactions

None.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures. We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4.

Controls and Procedures

a) Evaluation of Disclosure Controls. As of ~~December~~March 31, ~~2016~~2017, management assessed the effectiveness of ~~our~~ our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by one individual without adequate compensating controls. The aforementioned material weaknesses were identified by our Principal Executive and Financial Officer in connection with the review of our financial statements as of ~~December~~March 31, ~~2016~~2017.

Management believes that the material weaknesses set forth above did not have an immediate negative effect on our financial results because of our small size of operation. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements if the Company were growing substantially in the future periods.

(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A.

Risk Factors

Smaller reporting companies are not required to provide the information required by this item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4.

Mine Safety Disclosure.

Not applicable.

Item 5.

Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

Item 6.

Exhibits

(a) Exhibits

31.1*		Certifications of the Principal Executive Officer and Principal Accounting and Financial Officer of the Registrant pursuant to Section 302 of Sarbanes Oxley Act of 2002
31.1 *		Certification of the Principal Executive Officer of the Registrant pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1 +		Certifications of the Principal Executive Officer and Principal Accounting and Financial Officer of the Registrant pursuant to Section 906 of Sarbanes Oxley Act of 2002
31.2 *		Certification of the Principal Accounting and Financial Officer of the Registrant pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1 *		Certifications of the Principal Executive Officer of the Registrant pursuant to Section 906 of Sarbanes Oxley Act of 2002
32.2 *		Certifications of the Principal Accounting and Financial Officer of the Registrant pursuant to Section 906 of Sarbanes Oxley Act of 2002
101.INS*		XBRL Instance Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase
101.LAB*		XBRL Taxonomy Extension Label Linkbase
101.DEF*		XBRL Taxonomy Extension Definition Linkbase
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
101.SCH*		XBRL Taxonomy Extension Schema

*~~Filed~~ Filed herewith.

~~+In accordance with SEC Release 33-8238, Exhibits 32.1 is being furnished and not filed.~~10

SIGNATURES

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

Signature	Title	Date
/s/ Allan C. Schwartz	President and Chief Executive Officer	~~February~~May 711, 2017
Allan C. Schwartz	(Principal Executive Officer and Principal Accounting and Financial Officer)

911

Filing Compare · Wintahenderson International, Inc.