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EX-31.1 - XUMANII INTERNATIONAL HOLDINGS CORPex311medora.htm
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EX-32.1 - XUMANII INTERNATIONAL HOLDINGS CORPex321medora.htm

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

 

 

 

 

[X] 

ANNUAL REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES

 

EXCHANGE ACT OF 1934

 

For the fiscal year ended July 31 , 2012

 

 

 

OR

 

 

[   ]

TRANSITIOINAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

 

EXCHANGE ACT OF 1934

 

For the transitional period from _____________ to ______________

 

Commission file number 333-169280 

                                                                  Xumanii, Inc.

                                          (Exact name of registrant as specified in its charter)


 

 

 

 

 

 

NEVADA

 

90-09582397

(State or other jurisdiction of incorporation or organization)

 

 

(IRS Employer Identification No.)

                                         


                                             PO Box 309, Ugland House
                                                  South Church Street
                                                       George Town
                                                      Grand Cayman
                                                         KY1-1104
                                                      Cayman Islands

                             (Address of principal executive offices, including zip code.)

 

1-876-775-6074

(telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

 

Title of Class

Name of exchange in which registered

None

None

                                  

                                   Securities registered pursuant to section 12(g) of the Act:

                                        Common Stock, par value $0.00001 per share




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [   ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:  Yes [   ] No [X]

Indicate by check mark whether the registrant(1) has filed all reports required 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 day. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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 if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]


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 if the Exchange Act.

Large Accelerated filer  [   ]  Accelerated filer   

 [   ]   

Non-accelerated filer      [   ]   Smaller reporting company  [X] 

 

(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 Act). Yes [ X ] No [  ] 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter: July 31, 2012 is $0.00

As of December 7, 2012 the registrant had 341,300,300 shares issued and outstanding.

 


















 

 

 



 

 

 

 

 

TABLE OF CONTENTS  

  

  

  

  

  

Page   

  

  

  

  

 

  

  

  

PART I   

  

  

Item 1. 

  

Business.   

  

4

Item 1A. 

  

Risk Factors.   

  

6

Item 1B. 

  

Unresolved Staff Comments.   

  

6

Item 2. 

  

Description of Property.   

  

7

Item 3. 

  

Legal Proceedings.   

  

7

Item 4. 

  

Mine Safety Disclosures

  

7

 

  

  

PART II   

  

 

Item 5. 

 

Market for Registrants Common Equity, Related Stockholders Matters 

and Issuer Purchases of Equity Securities. 

 

7

Item 6. 

  

Selected Financial Data.   

  

8

Item 7. 

 

Managements Discussion and Analysis of Financial Condition and Results of 

Operation. 

 

8

Item 7A. 

  

Quantitative and Qualitative Disclosures About Market Risk.   

  

15

Item 8. 

  

Financial Statements and Supplementary Data.   

  

16

Item 9. 

 

Changes in and Disagreements With Accountants on Accounting and Financial 

Disclosure. 

 

25

Item 9A. 

  

Controls and Procedures.   

  

25

Item 9B. 

  

Other Information.   

  

27

 

  

  

PART III   

  

 

Item 10. 

  

Directors and Executive Officers, Promoters and Control Persons.   

  

27

Item 11. 

  

Executive Compensation.   

  

30

Item 12. 

  

Security Ownership of Certain Beneficial Owners and Management.   

  

32

Item 13. 

  

Certain Relationships and Related Transactions, and Director Independence.   

  

32

Item 14. 

  

Principal Accounting Fees and Services.   

  

33

 

  

  

PART IV   

  

 

Item 15. 

  

Exhibits and Financial Statement Schedules.   

  

34

 

 

 

 

 

 

 

Signature Page

 

35

 

 

 

 

 

 



 

 

 

 

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION


This Annual Report on Form 10-K (this Report) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as anticipate, believe, estimate, intend, could, should, would, may, seek, plan, might, will, expect, predict, project, forecast, potential, continue negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.


We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.


These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.


Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.


CERTAIN TERMS USED IN THIS REPORT


When this report uses the words we, us, our, and the Company, they refer to Xumanii, Inc. and its consolidated subsidiaries.  SEC refers to the Securities and Exchange Commission.

 



 




PART I


ITEM 1.     BUSINESS


General


We were incorporated in the State of Nevada on May 6, 2010.  We are a development stage corporation and have not yet generated or realized any revenues from our business operations.

 

We maintain our statutory registered agents office at Nevada Corporate Headquarter, 101 Convention Center Drive, Suite 700 Las Vegas, Nevada 89109 and our mailing address and business office is located at 7 Wareham Road, Kingston, Jamaica, West Indies. Our telephone number is 876-775-6074.

 

Originally our business concept is to present a daily discount for a niche market item (such as a spa, restaurant, or a tour outing), and if enough people sign up for the deal, the subscribers get the discount. The coupons are sent to the buyers by e-mail.  Conversely, if the quota is not reached, the deal is off, and no one is charged for what they subscribed to buy. If the deal does not work out, the company that we were advertising withdraws the discounted items, and the subscribers will be reimbursed.


Subsequent to July 31, 2012, the Company has adopted a new Business Plan. The Company's name and trading symbol were changed from Medora Corp. and MORA effective September 7, 2012 to Xumanii, Inc. and XUII, respectively.


Xumaniiis a platform to broadcast live events in HD with a new technology that combines hardware and a software platform to broadcast from multiple cameras, wirelessly an event with an extremely low production cost.  Our hardware enables any cameras to broadcast their image in HD to a laptop nearby where the Xumanii Broadcast Manager software, receives all images and enables an operator to create a live editing and broadcast an event on the Xumanii.com platform.  Xumanii allows content to be broadcasted as a Pay-Per-View model, generating revenues from consumers directly or as a FREE content model, generating revenues from advertisement, product placements and sponsorship.


ITEM 1A.       RISK FACTORS


We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 1B.       UNRESOLVED STAFF COMMENTS


None.


ITEM 2. PROPERTIES


Our business office is located at 7 Wareham Road Kingston, Jamaica, West Indies. Our office space is provided without charge by the sole officer and director of the Company.


ITEM 3.          LEGAL PROCEEDINGS


We are not presently a party to any litigation.


ITEM 4.        MINE SAFETY DISCLOSURES 

Not applicable.


PART II

ITEM 5.          MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


Market Information

 

Our common stock had been quoted on the OTC Bulletin Board since May 3, 2011 under the symbol MORA.OB.  Our name and trading symbol were subsequently changed effective September 7, 2012 to Xumanii, Inc. and XUII respectively.


The following table sets forth the high and low bid prices for our Common Stock per quarter as reported by the OTCBB for the quarterly periods indicated below based on our fiscal year end of July 31, 2012. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.   


 

 

 

Fiscal Quarter

High

Low

First Quarter (August 1, 2011 October31, 2011)

$0

$0

Second Quarter (November 1, 2011 January 31, 2012)

$0.50

$0

Third Quarter (February 1, 2012 April 30, 2012)

$0

$0

Fourth Quarter (May 1, 2012 July 31, 2012)

$0

$0


Holders


As of July 31, 2012, we had 43 shareholders of our common stock.


Dividends

 

To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to our offering. Although we intend to retain our earnings, if any, to finance the expansion and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.

 

Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

 

Stock Option Grants

 

To date, we have not granted any stock options.


Registration Rights

 

We have not granted registration rights to the selling shareholders or to any other persons.


ITEM 6.     SELECTED FINANCIAL DATA


We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.


ITEM 7.          MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  


The following 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.  See Cautionary Statement on Forward-Looking Information.


We are a development stage corporation and have not yet generated or realized any revenues from our business operations.


Our auditors have raised substantial doubt as to our ability to continue as an on-going business for the next 12 months. We have not generated any revenue, have not completed the development of our websites, and have only recently located businesses willing to offer significant discounts of their products or services to our registered members. 


Subsequent to July 31, 2012 the Company has adopted and implemented a new Business Plan. .  The Company's name and trading symbol were subsequently changed from Medora Corp. MORA  effective September 7, 2012 to Xumanii and XUII respectively.


XUMANII is a platform to broadcast live events in HD with a new technology that combines hardware and a software platform to broadcast from multiple cameras, wirelessly an event with an extremely low production cost.  Our hardware enables any cameras to broadcast their image in HD to a laptop nearby where the Xumanii Broadcast Manager software, receives all images and enables an operator to create a live editing and broadcast an event on the Xumanii.com platform.  Xumanii allows content to be broadcasted as a Pay-Per-View model, generating revenues from consumers directly or as a FREE content model, generating revenues from advertisement, product placements and sponsorship.


To meet our need for cash we have raised $599,895 in loans from third parties and $140 from our president during the year 2012 and subsequent to July 31, 2012. We cannot guarantee that since we have adopted and implemented a new business plan and have begun operations that we will stay in business after twelve months. If we are unable to secure enough broadcasts of performance artists and or business products or services to advertize at suitably low pricing or enough registered members willing to buy the products at the price we have negotiated with our businesses, we may quickly use up our current cash and will need to find alternative sources, such as a second public offering, or a private placement of securities in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash, other than from the loans that have been received. If we need additional cash and cannot raise it we may either have to suspend operations until we do raise the cash, or cease operations entirely. If we need more money we will have to revert to obtaining additional funds as described above. Other than as described above, we have no other financing plans.



  


Plan of Operation

 

Our business plan for Xumanii is to broadcast live events in HD from multiple cameras, wirelessly, with an extremely low production cost. Xumanii will allow content to be broadcasted as a Pay-Per-View model, generating revenues from consumers directly or as a FREE content model, generating revenues from advertisement, product placements and sponsorship.

 

A material challenge to our business operations has been getting enough registered members. In order to achieve this goal we have to create incentives for our registered members to inform others of the broadcasts on our website. We will encourage our registered members to share news about the broadcasts through email, Facebook, and Twitter, and other social media websites. If we are unable to get new subscribers or fail to generate enough traffic to our website  it may have a material impact on our revenues or income or may result in our liquidity decreasing.

 

We plan to implement our business operations by finding performance artists, or other businesses that are willing to broadcast and or advertize in order to spread to existing members and new registered members. To date we have had good success in finding artists that are willing to broadcast live performances, and we have had some success in obtaining registered members. To date we have 471 registered members. 

 

To better manage our payment processing we have selected Paypal to facilitate our online transactions.  


 In both a growing and shrinking economy we anticipate that performance artists will use our website as a marketing tool and to generate income from repeat customers on a Pay-Per-View Format.  Additionally, registered members will likely prefer to receive notification as to upcoming performances.


To help prevent liquidity concerns, we will also target businesses in the immediate area of the performance that will have offerings of goods and services that will be attractive to that local community. Having businesses that have offerings that are attractive enough to generate local people to be registered members to our website will increase our exposure and will assist in addressing our long-term liquidity concerns.  


To date we have received a total of $599,895 in advances from third parties and $140 from our President in order to implement our new business plan


Currently, we do not have any future arrangements or commitments in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.

 

 Limited Operating History; Need for Additional Capital

 

There is limited historical financial information about us upon which to base an evaluation of our performance. We are a start-up (development stage) company and have not 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 due to price and cost increases in services and products.

 

To become profitable and competitive, we have to locate and negotiate agreements with established performance artists and or businesses to enable us to offer these venues to our clientele             


We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to our existing stockholders.

 

We anticipate that we will need to meet our ongoing cash requirements through the generation of revenue or equity and/or debt financing.  We estimate that our expenditures over the next 12 months as of July 31, 2012, will be approximately $1,385,997as described in the table and chart below.  These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.



 

 

 

Type

Amount

Percent

Salaries

535,023.18

38.60%

Professional services

(IT development)

291,744.39

21.05%

Equipment(purchase)

45,975.61

3.32%

Professional services

(lawyers & accountant)

81,500.00

5.88%

Professional services

(Biz Dev)

120,000.00

8.66%

Office, rent and expenses(phone, etc)

126,645.60

9.14%

Travel expense for employees

73,111.26

5.27%

Government Fees

15,078.00

1.09%

Event production fees

28,251.08

2.04%

Business Development fees

21,228.30

1.53%

Servers & Bandwidth

36,000.00

2.60%

Bank fees & interest

7,040.53

0.51%

Administration

2296.02

0.17%

Event Publicity and promotion

2103.32

0.15%

Total

1,385,997.28

100.00%





[xumanii_10krevidoc002.gif]

 

We intend to meet our cash requirements for the short term by generating revenue and, if possible, through a combination of debt financing and equity financing by way of private placements.  We currently do not have any arrangements or commitments in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.

 

If we are not able to raise the full $1,385,997to fully implement our business plan for the next year as anticipated, we will scale our business development in line with available capital.  Our primary priority will be to retain our reporting status with the SEC which means that we will first ensure that we have sufficient capital to cover our legal and accounting expenses.  Once these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on market awareness, and servicing costs as well as marketing and advertising to social media marketing websites.  We will likely not expend funds on the remainder of our planned activities unless we have the required capital. 

 

If we are able to raise the required funds we wilfully implement our business plan. If we are not able to raise all required funds, we will prioritize our corporate activities 


Results of Operations

 

From Inception on May 6, 2010 to July 31, 2012


During the period from May 6, 2010 (inception) to July 31, 2012, we incorporated the company, hired the auditor, and hired the attorney for the preparation of our registration statement. We have prepared an internal business plan. We have reserved the domain name www.medoracorp.com and www.grabbittoday.com and they have been designed and uploaded.  Our net loss since inception is $264,763 as a result of incurring expenses of $164,024 for consulting fees, $36,372 for legal and accounting fees, $2,550 for transfer agent fees and $61,817 for other general and administrative expenses.


At inception, we sold 192,500,000 shares of common stock to our former sole officer and director, Dr. Jehovan Owayne Fairclough for approximately $7,025.

On June 10, 2010, Dr. Fairclough appointed Craig McKenzie as his replacement by way of board resolution as the president, chief executive officer, chief financial officer, treasurer, secretary and sole member of the board of directors. On June 10, 2010, Dr. Jehovan Fairclough resigned as the president, chief executive officer, chief financial officer, treasurer, secretary and sole member of the board of directors and sold to Craig McKenzie his 192,500,000 shares of common stock for $7,025 in a private transaction.

 

These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the Act). These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a public offering as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the foregoing investors had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a public offering. Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

 

During the period from May 6, 2010 (inception) to July 31, 2012, we sold 148,800,300 shares of our common stock for $33,951 to forty-two (42) investors.

 

We issued these shares in reliance on the safe harbor provided by Regulation S promulgated under the Securities Act of 1933, as amended.  These investors who received the securities represented and warranted that they are not U.S. Persons as defined in Regulation S. In the alternative, the issuance of these shares was exempt from registration pursuant to Section 4(2) of the Securities Act. We made this determination based on the representations of the  Shareholders which included, in pertinent part, that such shareholders were either (a) accredited investors within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, or (b) not a U.S. person as that term is defined in Rule 902(k) of Regulation S under the Act, and that such shareholders were acquiring our common stock, for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution thereof, and that the Shareholders understood that the shares of our common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.


To date we have received a total of $599,895 in advances from third parties and $140 from our President in order to implement our new business plan.


Lack of Revenues

 

            We have limited operational history. From our inception on May 6, 2010 to July 31, 2012, we did not generate any revenues. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

 

Expenses

 

 For the period from May 6, 2010 (inception) to July 31, 2012, our expenses were as follows:


 

 

 

Type of Expense

($)

General and administrative

61,817

Professional fees (Legal and Accounting)

36,372

Consulting

164,024

         

During the period from May 6, 2010 (inception) to July 31, 2012 our total expenses were $264,763. 

 

Net Loss

 

For the period from May 6, 2010 (inception) to July 31, 2012, we incurred a net loss of $264,763.

 

Liquidity and Capital Resources

 

As of the date of this report, we have yet to generate any revenues from our business operations.


As of July 31, 2012, our total assets were $23,680, comprised cash and fixed assets, and our total liabilities were $247,467, comprised of a related party payable ($41,850),a third party note payable($200,100) and accounts payable ($5,517).


As of July 31, 2012, we borrowed a total of $41,850 from former our President, Craig McKenzie to pay for our reporting obligations including this report. The loan is non-interest bearing, unsecured and due upon demand.

 

We anticipate that we will meet our ongoing cash requirements through the generation of revenue and equity or debt financing.  We estimate that our expenditures over the next 12 months as of July 31, 2012, will be approximately $1,385,997. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.

 

 We intend to meet our cash requirements for the short term by generating revenue and through a combination of debt financing and equity financing by way of private placements.  We currently do not have any arrangements or commitments in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.

 

If we are not able to raise the full $1,385,997 to fully implement our business plan as anticipated, we will scale our business development in line with available capital.  Our primary priority will be to retain our reporting status with the SEC which means that we will first ensure that we have sufficient capital to cover our legal and accounting expenses.  Once these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on market awareness, testing and servicing costs as well as marketing and advertising to social media marketing websites.  We will likely not expend funds on the remainder of our planned activities unless we have the required capital


ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.




ITEM 8.          FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.  

 

 

 

 

 

 

 

 

 

 

 


Xumanii, Inc.(formerly Medora Corp.)

(A Development Stage Company)

For the years ended July 31, 2012 and 2011

 

 

 

 

 

 

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

  

F-1

 

 

 

 

Balance Sheets

 

F-2

 

 

 

 

Statements of Operations

 

F-3

 

 

 

 

Statement of Changes in Stockholders Equity (Deficit)

 

F-4

 

 

 

 

Statements of Cash Flows

 

F-5

 

 

 

 

Notes to Financial Statements

 

F-6

 

 

 

 

 

 

 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors

Xumanii, Inc.

(formerly Medora Corp.)

(A Development Stage Company)

Kingston, Jamaica, West Indies



We have audited the accompanying balance sheets of Xumanii, Inc.(Xumanii or the Company) (A Development Stage Company) as of July 31, 2012 and 2011, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended and the period from May 6, 2010 (inception) to July 31, 2012. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audits to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects the financial position of Xumanii as of July 31, 2012 and 2011, and the results of its operations and its cash for the years then ended, and the period from May 6,2010 (inception) to July 31, 2012, in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, as of July 31, 2012, the Company has an accumulated deficit, limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs for the next twelve month period, which raise substantial doubt about its ability to continue as a going concern. Managements plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ GBH CPAs, PC


GBH CPAs, PC

www.gbhcpas.com

Houston, Texas


December 5, 2012

 

 

 

 

 

 

 

 

Xumanii, Inc.

(formerly Medora Corp.)

(A Development Stage Company)

Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 31,

 

July 31,

 

 

 

 

 

 

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

$

8,725

$

45

 

 

TOTAL CURRENT ASSETS

 

 

8,725

 

45

 

 

 

 

 

 

 

 

 

 

 

Equipment, net

 

 

 

 

14,955

 

             -   

 

 

TOTAL ASSETS

 

 

$

23,680

$

45

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

5,517

$

5,575

 

Related party payable

 

 

 

41,850

 

2,496

 

Loan payable

 

 

 

 

200,100

 

             -   

 

 

TOTAL CURRENT LIABILITIES

 

 

247,467

 

8,071

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

Preferred stock $0.00001 par value 100,000,000 authorized

 

 

 

 

 

no shares issued and outstanding

 

 

                 -   

 

             -   

 

Common stock $0.00001 par value 450,000,000 authorized

 

 

 

 

 

341,300,300 shares issued and outstanding as of July 31, 2012

 

 

 

 

 

and 2011

 

 

 

 

3,413

 

3,413

 

Additional paid-in capital

 

 

 

37,563

 

37,563

 

Deficit accumulated during development stage

 

(264,763)

 

(49,002)

 

 

TOTAL STOCKHOLDERS' DEFICIT

 

 

(223,787)

 

(8,026)

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$

23,680

$

45

 

 

 

 

 

 

 

 

 

 


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

 

 

 

 

 

 

 

 

 

Xumanii, Inc.

(formerly Medora Corp.)

(A Development Stage Company)

Statements of Operations


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

For the Period

 

 

 

 

 

 

 

 

 

from May 6, 2010

 

 

 

 

 

July 31,

 

July 31,

 

(inception)

 

 

 

 

 

2012

 

2011

 

to July 31, 2012

REVENUES

 

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

General and administrative expenses

 

58,459

 

           4,673

 

61,817

 

Consulting

 

 

 

142,427

 

         18,597

 

          164,024

 

Legal and accounting

 

 

14,750

 

         21,622

 

            36,372

 

Transfer agent fees

 

 

125

 

                 -   

 

2,550

Total Operating Expenses

 

 

215,761

 

         44,892

 

          264,763

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

 

$

(215,761)

$

(44,892)

$

        (264,763)

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - basic and diluted

 

341,300,300

 

341,300,300

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share basic and diluted

$

    (0.00)

$

      (0.00)

 

 

 

 

 

 

 

 

 

 

 

 


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

 

 

 

 

 

 

 

 

 

Xumanii, Inc.

(formerly Medora Corp.)

(A Development Stage Company)

Statement of Changes in Stockholders Equity (Deficit)

For the Period from May 6, 2010 (Inception) to July 31, 2012


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

Common Stock

 

Additional Paid-In Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Deficit During Exploration Stage

 

Total Stockholders' Deficit

 

Shares

 

Par Value $.00001 per share

Shares

 

Par Value $.00001 per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCES, MAY 6, 2010 (Inception)

            -   

$

 -

192,500,000

$

1,925

$

5,100

$

                  -   

$

       7,025

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

            -   

 

              -   

77,252,632

 

773

 

20,296

 

                  -   

 

     21,069

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

            -   

 

              -   

                 -   

 

               -   

 

                 -   

 

(4,110)

 

  (4,110)

BALANCES, JULY 31, 2010

            -   

$

              -   

269,752,632

$

2,698

$

25,396

 

$  (4,110)

$

     23,984

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

 

 

 

71,547,668

 

715

 

12,167

 

                  -   

 

   12,882

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

            -   

 

              -   

                 -   

 

               -   

 

                 -   

 

(44,892)

 

(44,892)

BALANCES, JULY 31, 2011

            -   

$

              -   

341,300,300

$

3,413

$

37,563

$

(49,002)

$

  (8,026)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

            -   

 

              -   

                 -   

 

               -   

 

                 -   

 

(215,761)

 

(215,761)

BALANCES, JULY 31, 2012

            -   

$

              -   

341,300,300

$

3,413

$

37,563

$

(264,763)

$

(223,787)

 

 

 

 

 

 

 

 

 

 

 

 

 


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


 

 

 

 

 

 

Xumanii, Inc.

(formerly Medora Corp.)

(A Development Stage Company)

Statements of Cash Flows


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Period

 

 

 

 

 

 

 

 

Year End

 

Year End

 

from May 6, 2010

 

 

 

 

 

 

 

 

July 31,

 

July 31,

 

 (inception) to

 

 

 

 

 

 

 

 

2012

 

2011

 

July 31, 2012

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

$

               (215,761)

$

                (44,892)

$

              (264,763)

 

Adjustments to reconcile net loss to net cash used

 

 

 

 

 

 

 

 

in operating activities

 

 

 

 

 

 

 

 

 

 

 

Depreciation expense

 

 

 

 

500

 

-

 

500

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

 

 

Prepaid expense

 

 

 

 

                          -   

 

5,000

 

                         -   

 

 

Accounts payable and accrued expenses

 

 

 

 

                        (58)

 

1,300

 

5,517

NET CASH USED IN OPERATING ACTIVITIES

 

 

 

               (215,319)

 

                (38,592)

 

              (258,746)

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

Cash paid for purchase of fixed assets

 

 

 

                 (15,455)

 

                         -   

 

                (15,455)

 

 

 

 

 

 

 

 

 

 

 

 

 

NET CASH USED IN INVESTING ACTIVITIES

 

 

 

                 (15,455)

 

                         -   

 

                (15,455)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Proceeds from borrowings on debt

 

 

 

200,100

 

                         -   

 

200,100

 

Related party advances

 

 

 

 

39,354

 

                   2,496

 

41,850

 

Proceeds from issuance of common stock

 

 

 

 

 

 

 

 

 

net of issuance costs

 

 

 

 

                          -   

 

                 12,882

 

                 40,976

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

239,454

 

                 15,378

 

               282,926

Increase (decrease) in Cash and Cash Equivalents

 

 

 

8,680

 

                (23,214)

 

8,725

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

 

45

 

                 23,259

 

                         -   

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

8,725

$

45

$

8,725

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

Cash paid for interest

 

 

 

$

-

$

-

 

 

 

Cash paid for income taxes

 

 

 

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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

 

 

 

 

 

 

 

 

Xumanii, Inc.

(formerly Medora Corp.)

(A Development Stage Company)

 

 

NOTES TO FINANCIAL STATEMENTS


NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Nature of Business


Xumanii, Inc. (the Company or Xumanii) (formerly Medora Corp.)(A Development Stage Company) was incorporated in Nevada on May 6, 2010, for the purpose of engaging in ecommerce through the Companys planned website, which will be a group coupon buying website.


On July 11, 2012, the sole Board of Director and the majority shareholder of the Company have approved and consented in writing in lieu of a special meeting of the Board of Directors and a special meeting of the Stockholders to the following actions:


-

An amendment to their Articles of Incorporation to increase the number of shares of the authorized common stock from 100,000,000 to 450,000,000;


-

An amendment to the Companys Articles of Incorporation to create 100,000,000 shares of blank check preferred stock; and


-

An amendment to the Companys Articles of Incorporation to effect a change of the Companys name from Medora Corp. to Xumanii, Inc..


Use of Estimates


The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Basic and Diluted Earnings (Loss) Per Common Share


The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For all periods presented, there were no potentially dilutive securities outstanding.


Cash and Cash Equivalents


The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.





Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation is computed over the estimated useful lives of the related assets using the straight-line method for financial reporting purposes.


Expenditures for normal repairs and maintenance are charged to expense as incurred. Significant renewals and improvements are capitalized. The cost and related accumulated depreciation of assets retired or otherwise disposed of are eliminated from the accounts, and any resulting gain or loss is recognized in the year of disposal.


During the year ended July 31, 2012, the Company acquired certain office equipment and computers totaled $15,455 and recorded depreciation expense of $500 using a useful life of three years.


Income Taxes


Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes a deferred tax asset for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.


Subsequent Events


The Company has evaluated all transactions from July 31, 2012 through the financial statement issuance date for subsequent event disclosure consideration.


Recently Issued Accounting Pronouncements


The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.


NOTE 2 GOING CONCERN


These financial statements have been prepared on a going concern basis, which implies Xumanii will continue to meet its obligations and continue its operations for the next fiscal year. As of July 31, 2012, the Company has an accumulated deficit of $264,763, limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs for the next twelve month period. The Companys sole officer and director is unwilling to loan or advance any additional capital to the Company, except for the costs associated with the preparation and filing of reports with the Securities and Exchange Commission (SEC). These factors raise substantial doubt regarding the Companys ability to continue as a going concern. The continuation of Xumanii as a going concern is dependent upon financial support from its stockholders, the ability of Xumanii to obtain necessary equity financing to continue operations, and the attainment of profitable operations. 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 Xumanii be unable to continue as a going concern.







NOTE 3 RELATED PARTY TRANSACTIONS


As of July31, 2012, the Company had a payable to the Companys former president, Mr. Craig McKenzie, in the amount of $41,850 that was used for payment of expenses on behalf of the Company.  These amounts were loaned to the Company in December 2010, April and August 2011 and January2012and March of 2012.  The amount is due on demand and has no terms of repayment, is unsecured, and bears no interest.


NOTE 4 LOAN PAYABLE


In June 2012, the Company received $200,100 from a third party. This advance is non-interest bearing, unsecured, and has no fixed terms of repayment. The loan proceeds were used by the Company to pay for the consulting expenses charged by Carlos Goodspeed and AMG Terrence Gorman in the amount of $50,000 and $50,000 respectively, and the sign on bonus expenses for certain officers of $42,500 incurred in 2012 by the Company.


NOTE 5 INCOME TAXES


The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. Since inception, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is $261,763 at July 31, 2012, and will begin to expire in the year 2030.


At July 31, 2012 and 2011, deferred tax assets consisted of the following:


 

 

 

 

 

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Deferred tax assets (net operating loss carry-forwards)

$

89,000

$

17,151

  

Less: valuation allowance 

 

(89,000)

 

(17,151)

  

Net deferred tax asset 

$

-

$

-

 


NOTE 6 EQUITY TRANSACTIONS


On May 6, 2010, the Company issued 192,500,000 common shares to its president for cash proceed of $7,025.


During July 2010, the Company issued 77,252,632 common shares for a total of $21,069 in cash.


During July 2011, the Company issued 71,547,668common shares for a total of $12,882 in cash, net of $6,631 of direct offering costs.









NOTE 7 SUBSEQUENT EVENTS


On October 4, 2012, the sole Board of Director and the majority shareholder of the Company approved and consented in writing in lieu of a special meeting of the Board of Directors and a special meeting of the Stockholders to the following action:


The approval of a 5.5-for-1 forward stock split of the issued and outstanding shares of the Companys Common Stock, bringing the total issued and outstanding Common shares from 62,054,600 to 341,300,300. The Companys financial statements have been retroactively restated to incorporate the effect of the forward split.


Subsequent to the yearend, the Company received an additional $400,000 from a third party. This advance is non-interest bearing, unsecured, and has no fixed terms of repayment.


ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 


There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. Our financial statements for the period from May 6, 2010 (inception) to July 31, 2012, included in this report have been audited by GBH CPAs, PC, as set forth in this annual report.


ITEM 9A.   CONTROLS AND PROCEDURES. 


Evaluation of Disclosure Controls and Procedures


We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission 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 required disclosure. We conducted an evaluation (the "Evaluation"), under the supervision and with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls") as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.


The material weakness relates to the monitoring and review of work performed by our limited accounting staff in the preparation of financial statements, footnotes and financial data provided to our independent registered public accounting firm in connection with the annual audit. More specifically, the material weakness in our internal control over financial reporting is due to the fact that:


 

 

 

 

-

The Company lacks proper segregation of duties. We believe that the lack of proper segregation of duties is due to our limited resources.

 

-

The Company does not have a comprehensive and formalized accounting and procedures manual.

 

Limitations on the Effectiveness of Controls


Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all 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. Because of 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, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.


The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.


CEO and CFO Certifications


Certifications of our Chief Executive Officer and the Chief Financial Officer are filed as exhibits to this Annual Report on Form 10-K. These certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). Item 9A of this annual report on Form 10-K, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.


Management's Report on Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company's internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.


Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2012. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, as of July 31, 2012, the Company's internal control over financial reporting were not effective.


This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.



Changes in Internal Controls


There were no changes in our internal control over financial reporting during the fiscal year ended

July 31, 2012 that have affected, or are reasonably likely to affect, our internal control over financial reporting.

 

ITEM 9B.       OTHER INFORMATION

 

None.

PART III


ITEM 10.        DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE


Officers and Directors


Our directors will serve until his successor is elected and qualified. Our sole officer is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.


The name, address, age and position of our present officers and directors are set forth below:

 

Name                           Age    Position with the Company                      Director Since


Alexandre Frigon (1)     32        CEO, CFO, President, & Director,               April 30, 2012

Craig McKenzie   (2)    31        Former CEO , Director,                             June 10, 2010

Denise Daye         (3)   35        Former Secretary and Director                  November7, 2012


(1) On April 30, 2012, Mr. Alexandre Frigon was appointed to the Board of Directors and on May 30, 2012 he was appointed  president, principal accounting officer, principal executive officer, principal financial officer, secretary, treasurer and sole member of our board of directors.


(2) On May 30, 2012 Craig McKenzie resigned his position  as a director and officer of the Company.


(3) On May 30, 2012 Denise Daye resigned her position  as a director and officer of the Company


The persons named above have held his offices/positions since inception of our company and are expected to hold his offices/positions until the next annual meeting of our stockholders.


Background of officers and directors


Alexandre Frigon


On April 30, 2012, Mr. Alexandre Frigon was appointed to the Board of Directors and on May 30, 2012 he was appointed president, principal accounting officer, principal executive officer, principal financial officer, secretary, treasurer and sole member of our board of directors.


Xumanii (2006 - Present) Founder and CEO a Social Networking website that allows consumers to broadcast live events and shows on a wireless basis


Flukii.com (2006 - 2010) Founder and CEO Marketing - Processing Company and Services SPOG international Inc. (2006 - 2010) Consultant Financial operations and overall management


Burst Record / Management Inc. (2005 - 2006) Founder and CEO Music producer & Artist management: Canada, US, Europe tours Record label management


Parallel Lab Inc. (2002 - 2005) Founder and CEO  Software designo Developed innovative tools to improve efficiency


SN Hawaii Inc. (1999 - 2002) Founder and CEO Organization of Ocean safety and lifeguard class in Hawaii


Tachyon Design Inc. (1996-1999) Founder and CEO  Web design and programming


Studied year 1 of the Chartered Financial Analyst Program CFA Institute, Ass. Invest. Professionals, 2010


Bachelor of Commerce (major in Market Finance)Montreal University, École des Hautes Études Commerciales (H.E.C.) 2002


Stock Brokerage License Quebec Securities Commission, 2000


Bachelor in International Economics Brébeuf College, 1999


Craig McKenzie


On June 10, 2010, Mr. Craig McKenzie was appointed president, principal accounting officer, principal executive officer, principal financial officer, secretary, treasurer and sole member of our board of directors. On May 30, 2012 Mr. McKenzie resigned as director and officer.  From February 2003 to present, Mr. McKenzie has served as a Level 3 and Level 4 Technical Assistant with The Ministry of Health / National Blood Transfusion Service, of Kingston, Jamaica.  His responsibilities include Blood component preparation, distribution, inventory, preparation of daily and monthly statistics, and to assist Medical Technologists.


Denise Daye


On November 7, 2011, the Board of Directors of the Company appointed Denise Daye, to serve as the Companys Secretary.

 

Ms. Daye has extensive experience and knowledge of the tourism industry in Jamaica where she has established a network of relationships with businesses and tour operators throughout the country.  Her experience in the tourism industry began in Ocho Rios, where in February of 2006 she was marketing and selling various tours to tourists on behalf of First Choice Taxi Services.  First Choice Taxi Services is a tour and taxi service provider in St. Ann, Jamaica which focuses on servicing the areas of Ocho Rios, Montego Bay, and Negril.  In addition to being the head of marketing Ms. Daye was also the administration assistant in charge of production of marketing materials and bookkeeping for First Choice Taxi Services.  Ms. Daye later resigned from the company in May of 2011 in order to spend more time with her family.On May 30, 2012 Denise Daye resigned her position  as a director and officer of the Company

 

None of the companies referred to above are parents, subsidiary corporations or other affiliates of the Company.  

 

During the past ten years, Mr. McKenzie, Mr. Frigon or Ms. Daye has not been the subject of the following events: 

 

1.         A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

 

2.         Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.         The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;

 

i)          Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator,  floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or anassociated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

 

ii)         Engaging in any type of business practice; or

 

iii)        Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 

4.         The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

 

5.         Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 

6.         Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 

7.         Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 

i)          Any Federal or State securities or commodities law or regulation; or

 

ii)         Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

 

iii)        Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

8.         Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. 


Transactions with Related Persons, Promoters and Certain Control Persons


Mr. McKenzie is deemed a promoter of our company, within the meaning of such term under the Securities Act of 1933 since he founded and organized our company. Mr. McKenzie is our only promoter.   On July 10, 2010, we issued 192,500,000 shares of common stock as restricted securities to Craig McKenzie, our sole officer and director, in consideration of $7,000.  Mr. McKenzie has not received and is not entitled to receive any additional consideration for his services as our promoter.

Audit Committee Financial Expert

 

We do not have an audit committee financial expert.  We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive.  Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted. 


Audit Committee and Charter


We have a separately-designated audit committee of the board. Audit committee functions are performed by our board of directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee.A copy of the Charter was filed as Exhibit 99.2on Form 10K November 1, 2011and is herein incorporated by reference.


Code of Ethics


We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics was filed as Exhibit 14.1 on Form 10-K on November 1, 2011and is herein incorporated by reference.





Disclosure Committee and Charter


We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of the disclosure committee charter was filed as Exhibit 99.3 in Form 10-K on November 1, 2011 and is herein incorporated by reference.


Section 16(a) of the Securities Exchange Act of 1934

 As of the date of this report, we are not subject to Section 16(a) of the Securities Exchange Act of 1934.ITEM 11.        EXECUTIVE COMPENSATION

 

The following table sets forth the compensation paid by us from May 6, 2010 (inception) through July 31, 2012 for our sole officer. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.  The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers. 

 

EXECUTIVE OFFICER COMPENSATION TABLE


The following table sets forth Executive officer compensation as of the fiscal year ended July 31, 2012:


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

Fees

Earned

or Paid

in Cash

($)

 

Stock

Awards

($)

 

Option

Awards

($)

 

Non-Equity

Incentive Plan

Compensation

($)

 

Nonqualified

Deferred

Compensation

Earnings

($)

 

All Other

Compensation

($)

 

Total

($)

 


Craig McKenzie (1)

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 


Denise Daye (2)

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 


Alex Frigon (3)

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 


(1) Mr. McKenzie was appointed President, Secretary, Treasurer and Director on June 10, 2010, and he resigned as President, Secretary, Treasurer and Director on May 30, 2012.

(2) Ms. Daye was appointed Secretary and Director on November7, 2011, and she resigned as Secretary and Director on May 30, 2012.

(3) Mr. Frigon was appointed President, Secretary, Treasurer and Director on April 30, 2012.

 

We have no employment agreement with of our officer. We do not contemplate entering into any employment agreements until such time as we begin profitable operations. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers.


There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.





Compensation of Directors


The member of our board of directors is not compensated for her services as a director. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts.


DIRECTORS COMPENSATION TABLE


The following table sets forth director compensation as of the fiscal year ended July 31, 2012:


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

Fees

Earned

or Paid

in Cash

($)

 

Stock

Awards

($)

 

Option

Awards

($)

 

Non-Equity

Incentive Plan

Compensation

($)

 

Nonqualified

Deferred

Compensation

Earnings

($)

 

All Other

Compensation

($)

 

Total

($)

 


Craig McKenzie (1)

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 


Denise Daye (2)

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 


Alex Frigon (3)

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 


(1) Mr. McKenzie was appointed President, Secretary, Treasurer and Director on June 10, 2010, and he resigned as President, Secretary, Treasurer and Director on May 30, 2012.

(2) Ms. Daye was appointed Secretary and Director on November 7, 2011, and she resigned as Secretary and Director on May 30, 2012.

(3) Mr. Frigon was appointed President, Secretary, Treasurer and Director on April 30, 2012.

 

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The following table sets forth, as of the date of this report, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares.


 

 

 

 

 

 

NAME AND ADDRESS OF BENEFICIAL OWNER (1)

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP


PERCENT OF CLASS (2)

Craig McKenzie (3)


192,500,000 (common stock)


56.3%

Alex Frigon (4)

President, Secretary, Treasurer and Director



-0-



*


All officers and directors as a group

(1 person)


-0-


*

  * less than 1%

(1)  Unless otherwise noted, the address of each person listed is c/o Xumanii, 7 Wareham Road, Kingston, Jamaica.

(2)  This table is based on 341,300,300 shares of common stock issued and outstanding on July 31, 2012.

(3)  Mr. McKenzie was appointed President, Secretary, Treasurer and Director on June 10, 2010, and he resigned as President, Secretary, Treasurer and Director on May 30, 2012.

(4)  Appointed as President, Secretary, Treasurer and Director on April 30, 2012.

 

A total of 341,300,300 shares of common stock are issued and outstanding. 


There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There are 43 holders of record for our common stock.

 

 

ITEM 13.        CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE


On July 10, 2010, we sold a total of 192,500,000 shares of common stock to Craig McKenzie, our sole officer and director in consideration of $7,025.


Office services and office space are provided without charge by the sole officer and director of the Company. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein.


As of July 31, 2012, the Company has a payable to the Companys president, Mr. Craig McKenzie, for $41,850 that was used for payments of expenses on behalf of the Company.  These amounts were loaned to the Company in December 2010 and April 2011.  The amounts are due on demand and have no terms of repayment, are unsecured, and bear no interest. 

 

ITEM 14.     PRINCIPAL ACCOUNTING FEES AND SERVICES


Audit Fees

 

For the Companys fiscal years ended July 31, 2012 and 2011, we were billed approximately $16,500 and $6,500 for professional services rendered for the audit and quarterly reviews of our financial statements.

 

Audit Related Fees

 

            None.

  

Tax Fees

 

            None.

 

All Other Fees

 

            None.

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:


-approved by our audit committee; or


-entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular  service,  the  audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.


We do not have an audit committee.  Our entire board of directors pre-approves all services provided by our independent auditors.


The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees were pre- approved.  However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.


PART IV


ITEM 15.        EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.  

 

 

 

 

 

 

 

  

  

Incorporated by reference

  

Exhibit

Document Description

Form

Date                          

Number                          

Filed herewith

 

3.1

 

Articles of Incorporation.

 

S-1

 

9/09/10

 

3.1

  

  

  

  

  

  

  

3.2

Bylaws.

S-1

9/09/10

3.2

  

  

  

  

  

  

  

4.1

Specimen Stock Certificate.

S-1

9/09/10

4.1

  

  

  

  

  

  

  

10.1

Consulting Agreement.

S-1

9/09/10

10.1

  

14.1

  Code Of Ethics

  10-K

  11/1/11

  14.1

  

  

  

  

  

  

  

31.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  

  

  

X

  

  

  

  

  

  

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  

  

  

X

 

 

 

 

 

 

99.1

Regulation S Subscription Agreement

S-1/A-1

10/22/10

99.1

  

 

 

 

 

 

 

99.2

Audit Committee Charter

10-K

11/1/11

99.2

 

 

 

 

 

 

 

99.3

Disclosure Committee Charter

10-K

11/1/11

99.3

 

 

 

 

 

 

 

101

Interactive Data Files

 

 

 

 

 

101.INS XBRL Instance Document

 

 

 

 

 

101.SCH - XBRL Taxonomy Schema

 

 

 

 

 

101.CAL - XBRL Taxonomy Calculation Linkbase

 

 

 

 

 

101.DEF - XBRL Taxonomy Definition Linkbase

 

 

 

 

 

101.LAB - XBRL Taxonomy Label Linkbase

 

 

 

 

 

101.PRE - XBRL Taxonomy Presentation Linkbase

 

 

 

 



SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form 10-K and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Georgetown, Grand Cayman on this 7th day of December, 2012.


 

 

 

 

Xumanii, Inc.

 

 

 

 

BY:

AlexandreFrigon

 

 

AlexandreFrigon

 

 

President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors


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.


 

 

 

 

 

Signature                   

Title    

    Date

 

 

 

/s/Alexandre Frigon

President, Principal Executive Officer, Principal   

December 7, 2012

Alexandre Frigon

Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors