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EX-31.1 - ICOX INNOVATIONS INC.ex31-1.txt
EX-32.2 - ICOX INNOVATIONS INC.ex32-2.txt
EX-31.2 - ICOX INNOVATIONS INC.ex31-2.txt
EX-32.1 - ICOX INNOVATIONS INC.ex32-1.txt

                                  UNITED STATES
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

    ACT OF 1934


                        Commission File Number 333-173164

                          REDSTONE LITERARY AGENTS INC.
             (Exact name of registrant as specified in its charter)

         (State or other jurisdiction of incorporation or organization)

                            1842 E Campo Bello Drive
                                Phoenix, AZ 85022
          (Address of principal executive offices, including zip code)

                     (Telephone number, including area code)

                             Mary S. Wolf, President
                          Redstone Literary Agents Inc.
                            1842 E Campo Bello Drive
                                Phoenix, AZ 85022
                 Telephone (602)867-0160 Facsimile (602)865-7313
            (Name, address and telephone number of agent for service)

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


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

                          Common Stock, $.001 par value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant 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 (ss.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 [X] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [ ]                        Accelerated filer   [   ]

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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]

As of May 14, 2013, the registrant had 3,000,000 shares of common stock issued
and outstanding. No market value has been computed based upon the fact that no
active trading market had been established as of May 14, 2013.

ITEM 1. FINANCIAL STATEMENTS Redstone Literary Agents, Inc. Balance Sheets (A Development Stage Company) (Expressed in US Dollars) -------------------------------------------------------------------------------- March 31 December 31 2013 2012 -------- -------- (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash $ 37,230 $ 41,789 -------- -------- TOTAL ASSTS $ 37,230 $ 41,789 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ -- $ -- Loans from related parties 9,161 9,161 -------- -------- TOTAL CURRENT LIABILITIES 9,161 9,161 STOCKHOLDERS' EQUITY Capital stock Authorized 75,000,000 ordinary voting shares at $0.001 per share Issued and outstanding: 6,000,000 common shares at par value (3,000,000 common shares as of December 31, 2012) 6,000 6,000 Additional paid in capital 54,000 54,000 Share subscription receivable -- -- -------- -------- 60,000 60,000 Deficit accumulated during the development stage (31,931) (27,372) -------- -------- TOTAL STOCKHOLDERS' EQUITY 28,069 32,628 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 37,230 $ 41,789 ======== ======== Approved on behalf of the board _______________________________, Director _______________________________, Director 2
Redstone Literary Agents, Inc. Statements of Income (A Development Stage Company) (Expressed in US Dollars) (Unaudited) -------------------------------------------------------------------------------- Accumulated From Three Months Three Months Inception Date of Ended Ended July 20, 2010 to March 31, March 31, March 31, 2013 2012 2013 ---------- ---------- ---------- SALES $ -- $ -- $ 11,150 GENERAL AND ADMINISTRATIVE EXPENSES Bank charges and interest 51 51 780 Consulting fees 450 330 11,630 Professional fees 3,250 4,000 20,700 Filing and transfer fees 808 -- 808 Office expenses -- 420 9,163 ---------- ---------- ---------- TOTAL GENERAL AND ADMINISTRATIVE EXPENSES 4,559 4,801 43,081 ---------- ---------- ---------- Net loss $ (4,559) $ (4,801) $ (31,931) ========== ========== ========== EARNINGS PER SHARE - BASIC AND DILUTED $ (0.00) $ (0.00) ========== ========== WEIGHTED AVERAGE OUTSTANDING SHARES 6,000,000 3,000,000 ========== ========== 3
Redstone Literary Agents, Inc. Statements of Cash Flows (A Development Stage Company) (Expressed in US Dollars) (Unaudited) -------------------------------------------------------------------------------- Accumulated From Inception Three Months Three Months Date of Ended Ended July 20, 2010 to March 31, March 31, March 31, 2013 2012 2013 -------- -------- -------- CASH DERIVED FROM (USED FOR) OPERATING ACTIVITIES Net loss for the period $ (4,559) $ (4,801) $(31,931) Adjustments to reconcile net loss to net cash Provided by (used in) operating activities Changes in operating assets and liabilities Accounts payable -- -- -- -------- -------- -------- NET CASH (USED IN) OPERATING ACTIVITIES (4,559) (4,801) (31,931) -------- -------- -------- FINANCING ACTIVITIES Loans from related party -- -- 9,161 Shares subscribed for cash -- 4,000 60,000 -------- -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES -- 4,000 69,161 -------- -------- -------- INVESTING ACTIVITIES -- -- -- -------- -------- -------- NET CASH USED FOR INVESTING ACTIVITIES -- -- -- -------- -------- -------- Cash increase during the period (4,559) (801) 37,230 Cash beginning of the period 41,789 920 -- -------- -------- -------- Cash end of the period $ 37,230 $ 119 $ 37,230 ======== ======== ======== 4
Redstone Literary Agents, Inc. Notes to Financial Statements March 31, 2013 (A Development Stage Company) (Expressed in US Dollars) (Unaudited) -------------------------------------------------------------------------------- 1. NATURE AND CONTINUANCE OF OPERATIONS Redstone Literary Agents, Inc. ("the Company") was incorporated under the laws of State of Nevada, U.S. on July 20, 2010, with an authorized capital of 75,000,000 common shares with a par value of $0.001. The Company's year end is the end of December. The Company is in the development stage of its publishing service business. During the period ended December 31, 2010, the Company commenced operations by issuing shares. These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $31,931 as at March 31, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. DEVELOPMENT STAGE COMPANY The Company complies with the ASC 915, its characterization of the Company as a development stage enterprise. USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with 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 period. Actual results could differ from those estimates. The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. INCOME TAXES The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At March 31, 2013, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded. 5
Redstone Literary Agents, Inc. Notes to Financial Statements March 31, 2013 (A Development Stage Company) (Expressed in US Dollars) (Unaudited) -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) EARNING PER SHARE The Company computes loss per share in accordance with ASC 105, "Earnings per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal. STOCK-BASED COMPENSATION The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. 3. COMMON STOCK The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized. As of March 31, 2013, the Company has issued 6,000,000 shares of common stock for total cash proceeds of $60,000. At March 31, 2013 there were no outstanding stock options or warrants. 4. INCOME TAXES As of March 31, 2013, the Company had net operating loss carry forwards of approximately $31,931 that may be available to reduce future years' taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. 5. SUBSEQUENT EVENT The Company has evaluated subsequent events through the date of issuance of these financial statements and determined that thee are no reportable subsequent events. 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. FORWARD LOOKING STATEMENTS Some of the statements contained in this Form 10-Q that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-Q, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. All written forward-looking statements made in connection with this Form 10-Q that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements. The safe harbours of forward-looking statements provided by the Securities Litigation Reform Act of 1995 are unavailable to issuers not subject to the reporting requirements set forth under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. As we have not registered our securities pursuant to Section 12 of the Exchange Act, such safe harbours set forth under the Reform Act are unavailable to us. RESULTS OF OPERATIONS We are still in our development stage and have generated no revenue to date. At March 31, 2013, we had cash on hand of $37,230 and $9,161 in outstanding liabilities. We had no revenue for the three months ended March 31, 2013 and 2012, respectively. We incurred operating expenses of $4,559 and $4,801 for the three months ended March 31, 2013 and 2012, respectively. These expenses consisted of general and administrative expenses. We received our initial funding of $15,000 through the sale of common stock to Mary Wolf, our CEO, who purchased 3,000,000 shares of our common stock at $0.005 per share on July 20, 2010, the investment by the existing stockholder includes a subscription receivable of $5,000. During the year ended December 31, 2013 we completed an offering of 3,000,000 shares at a price of $0.015 per share for proceeds of $45,000. Our financial statements from inception (July 20, 2010) through March 31, 2013 report $11,150 in revenues and net losses of $31,931. The following table provides selected financial data about our company for the period ended March 31, 2013: 7
Balance Sheet Data: 03/31/13 ------------------- -------- Cash $37,230 Total assets $37,230 Total liabilities $ 9,161 Shareholders' equity $28,069 Our auditors have expressed their doubt about our ability to continue as a going concern unless we are able to generate profitable operations. LIQUIDITY AND CAPITAL RESOURCES We currently have $37,230 cash in the bank which comprises our total assets. Management believes that the current cash is sufficient to fund operations for the next twelve months. We currently have no plans to hire additional employees in the next twelve months unless sales are sufficient to cover the cost. PLAN OF OPERATION The following criteria for the milestones are based on estimates derived from research and marketing data accumulated by our director. They are estimates only. The following chart outlines how we plan to use the proceeds from our recent offering. Planned Expenditures Over Category The Next 12 Months -------- ------------------ Advertising & Marketing $13,500 Website Design $ 6,000 Equipment $ 2,500 Accounting, Auditing & Legal $10,500 Office & Administration $ 7,500 Working Capital $ 5,000 ------- TOTAL PROCEEDS TO COMPANY $45,000 ======= The milestones for the twelve months following funding are: FIRST QUARTER - JANUARY-MARCH 2013 We produced and executed contracts with the two authors who have asked us to work with them in editing book outlines and direct the creation of manuscripts in order to commercialize a publishing contract. We completed and set up a social media account for RedStone Literary Agents LLC on Twitter. 8
Clients First was already working with a Publisher but asked that we provided publishing support for advance copies to secure the New York Bestseller listing at launch which was October 2012. It did in fact reach the best seller list. Social media accounts were also created for the book in order to secure more awareness for post launch efforts. The second contract also had a Publisher but requested media relations support and social media support for the author in Canada and USA. The Alzheimer's Prevention Cookbook and a website for was created to assist in the procurement of media and social media postings. Twitter was also created for him and is currently being maintained by a consultant we hired to assist us who has public relations and social media experience in both countries. Author bios were completed as well as headshots and chapter outlines for each author. The Website for the company is on hold until more authors are secured for promotion. Social media seems to be a very effective tool to promote these authors and increase sales of books. That said, it is a strategy we would like to continue pursuing. We will also secured a freelance editor to work with each author to complete chapter outlines and synopsis of book. In addition, began researching literary shows to attend in order to bid publishing deals. These shows will also serve as a vehicle to secure additional representation of other up and coming authors. We will investigate industry groups to subscribe to like the Association of Authors Representatives Inc. We hired a Publicist to give Authors advance promotion and she is also as stated above assisting with social media awareness. If resources are available, it would be strategic to attend Book Expo America in New York (May 23-26). We believe the Book Expo will show us the leading genres that book publishers are currently sourcing. As well, other agents will be looking for some other regional agents to assist with PR and also speaking engagements for new releases. If funding is not available we will find another similar trade show to attend later in the year. (Estimated expenses: Advertising and Marketing $4,000, Website Design $4,000, Accounting, Auditing & Legal $2,500, Office & Administration $1,500, Working Capital $1,250 - Total $13,250) SECOND QUARTER - APRIL - JUNE 2013 If resources are available we will hire a part time assistant who will be responsible for many aspects of our operation, from administration to book title procurement. A book selling strategy will be agreed upon to find the right publisher in order to negotiate successful publishing deals. We will engage in a search engine optimization campaign to assist us with awareness for our authors. Search engine optimization (SEO) is the process of improving the visibility of a website or a web page in search engines via the "natural" or un-paid search results. In general, the earlier (or higher on the page), and more frequently a site appears in the search results list, the more visitors it will receive from the search engine's users. As an Internet marketing strategy, SEO considers how search engines work, what people search for, the actual search terms typed into search engines and which search engines are preferred by their targeted audience. Optimizing a website may involve editing its content and HTML and associated coding to both increase its relevance to specific keywords and to 9
remove barriers to the indexing activities of search engines. If an author is looking for a literary agent it is likely that they will either look for this via contacts in the industry or through conducting a search on the internet. A SEO campaign would assist RedStone in attracting incremental business. In addition we will launch with a PR campaign consisting of various lectures and radio interviews to help brand each author and promote content of book. The area of focus for our literary agency will be to focus on authors in the field of health and wellness. Chapter outlines and book manuscripts should be completed for both authors represented. A campaign will also take place to continue to secure additional authors. This will be an ongoing task to keep feelers out to prospective authors looking to publish his or her work. We need to launch a networking strategy in order to find places which RedStone can make contact with more publishers and editors. These include conferences, workshops, seminars both online and in person. As a backup we also need to plan a strategy for self-publishing that would include an investor package for funding. (Estimated expenses: Advertising and Marketing $2,000, Website Design $2,000, Equipment $2,500, Accounting, Auditing & Legal $2,500, Office & Administration $2,000, Working Capital $1,250 - Total $12,250) THIRD QUARTER - JULY - SEPTEMBER 2013 Final edits to take place for manuscripts in order to secure publishing contracts. We will be sourcing retails contacts to ensure distribution to lineup with PR Campaigns. Retail contacts will be comprised of both offline and online retailers. For example, we will look to secure books to be downloaded via Itunes or purchased at Barnes and Noble. Both outlets provide a retail connection for consumers to purchase the book titles. (Estimated expenses: Advertising and Marketing $4,000, Accounting, Auditing & Legal $2,500, Office & Administration $2,000, Working Capital $1,250 - Total $9,750) FOURTH QUARTER - OCTOBER - DECEMBER 2013 A PR campaign for completed manuscript Authors will still extend to radio and seminars in regional areas. As we procure more authors the process of going from outlines, edit and manuscript rotate with networking and PR support. An author would appear on various regional media outlets to not only share the new book but also share that he or she will be speaking in the area at a specific location. For example, if one of our titles is written by a Cardiologist on the topic of heart disease we would have him or her on media outlets to talk about the new book and also share that Dr. XYZ will be having a seminar at location AA and it is open to the public. Typically speaking events result in increased awareness and incremental book sales. Books would also be on sale at the seminar. (Estimated expenses: Advertising and Marketing $3,500, Accounting, Auditing & Legal $3,000, Office & Administration $2,000, Working Capital $1,250 - Total $9,750) Our continued operations depend on literary trends. If our authors and literary works are not trending topics publishing houses are looking for this could adversely affect our business. The proper representation of trending and expert 10
authors important to our success and competitive position, and the inability to continue to develop and offer such unique products to our customers could harm our business. We cannot be certain that any author and his or her topic of literature will be in demand. In addition, there are no assurances that our future authors will be successful, and any unsuccessful literary representation could adversely affect our business. Competition in the literary industry is fierce. If we can not successfully compete, our business may be adversely affected. If we are able to establish our business we will compete against a large number of well-established companies with greater product and name recognition and with substantially greater financial, marketing and distribution capabilities than ours, as well as against a large number of small specialty producers. There can be no assurance that we can compete successfully in this complex and changing market. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Management maintains "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 management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2013. Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission's rules and forms. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING As of the end of the period covered by this report, there have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2013, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management's last evaluation. 11
PART II. OTHER INFORMATION ITEM 6. EXHIBITS The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our Registration Statement on Form S-1, filed under SEC File Number 333-173164, at the SEC website at Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation* 3.2 Bylaws* 31.1 Certification pursuant to Rule 13a-14(a) under the Exchange Act of 1934 31.2 Certification pursuant to Rule 13a-14(a) under the Exchange Act of 1934 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 Interactive data files pursuant to Rule 405 of Regulation S-T** ---------- ** To be provided by Amendment SIGNATURES In accordance with the requirements of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 14, 2013. Redstone Literary, Inc., Registrant By: /s/ Mary S. Wolf ------------------------------------ Mary S. Wolf, Director, President, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Redstone Literary, Inc., Registrant May 14, 2013 By: /s/ Mary S. Wolf ------------------------------------ Mary S. Wolf, Director, President, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer 1