UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2013

 

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

 

For the transition period from _______ to _______

 

Commission File Number: 333-172685

 

EVENTURE INTERACTIVE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		27-4387595
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

 

3420 Bristol Street, 6^th Floor, Costa Mesa, CA 92626

(Address of principal executive offices)

 

855.986.5669

(Registrant’s telephone number, including area code) 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ¨       No x

 

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 (§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” and “smaller reporting company” in Rule 12b-2 of 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 Exchange Act). Yes ¨ No x

 

There were 18,232,500 shares of the issuer’s common stock outstanding as of May 10, 2013.

 

 

EVENTURE INTERACTIVE, INC.

 

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013

TABLE OF CONTENTS

 

		PAGE
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
	SIGNATURES	21

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

		PAGE
Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012 (unaudited)		4
Consolidated Statements of Operations for the three month periods ended March 31, 2013 and March 31, 2012 and the period from November 29, 2010 (date of inception) to March 31, 2013 (unaudited)		5
Consolidated Statements of Cash Flows for the three month periods ended March 31, 2013 and March 31, 2012 and for the period from November 29, 2010 (inception) to March 31, 2013 (unaudited)		6
Notes to Consolidated Financial Statements (unaudited)		7

 

 

EVENTURE INTERACTIVE, INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY CHARLIE GPS, INC.)

CONSOLIDATED BALANCE SHEETS

UNAUDITED

 

		March 31, 2013				December 31, 2012
ASSETS
Current Assets
Cash		$	396,910			$	357,643
Total current assets			396,910				357,643
Software development costs			146,040				108,290
Intangible asset - domain name			103,750				103,750
Total assets		$	646,700			$	569,683
LIABILITIES AND STOCKHOLDERS' EQUITY
Current  Liabilities
Accounts payable		$	65,185			$	10,970
Accrued expenses			61,489				82,490
Total current liabilities			126,674				93,460
Commitments and contingencies
Common stock subject to redemption, 25,000 shares			43,750				43,750
Stockholders’ Equity
Preferred Stock, $0.001 par value, 10,000,000 authorized, 0 shares issued and outstanding			-				-
Common stock, $0.001 par value, 300,000,000 shares authorized; 18,207,500 and 17,932,500 shares issued and outstanding, respectively			18,207				17,932
Additional paid-in-capital			3,323,013				1,721,729
Deficit accumulated during the development stage			(2,864,944	)			(1,307,188	)
Total stockholders’ equity			476,276				432,473
Total liabilities and stockholders’ equity		$	646,700			$	569,683

 

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

 

 

EVENTURE INTERACTIVE, INC.

(FORMERLY CHARLIE GPS, INC.)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		Three months ended March 31, 2013				Three months ended March 31, 2012				From November 29, 2010 (Inception) to March 31, 2013
Revenues		$	-			$	-			$	-
General and administrative expenses			1,557,756				6,191				2,864,944
Net loss		$	(1,557,756	)		$	(6,191	)		$	(2,864,944	)
Basic and diluted net loss per common share		$	(0.09	)		$	(0.00	)
Weighted average number of common shares outstanding			18,009,444				10,400,000

 

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

 

 

EVENTURE INTERACTIVE, INC. (FORMERLY CHARLIE GPS, INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

		Three months ended March 31, 2013				Three months ended March 31, 2012				From November 29, 2010 (Inception) to March 31, 2013
Operating Activities
Net loss		$	(1,557,756	)		$	(6,191	)		$	(2,864,944	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation			1,351,559				-				2,373,071
Changes in operating assets and liabilities:
Prepaid expenses			-				(100	)			-
Inventory			-				2,500				(1,258	)
Accounts payable			54,215				-				174,511
Accrued expenses			(21,001	)			-				61,489
Net cash used in operating activities			(172,983	)			(3,791	)			(257,131	)
Investing Activities
Software development costs			(37,750	)			-				(47,750	)
Purchase of domain name			-				-				(60,000	)
Net cash used by investing activities			(37,750	)							(107,750	)
Financing Activities
Loans from related parties - Directors and stockholders			-				-				1,650
Proceeds from notes payable, related party			-				-				3,141
Proceeds from sale of common stock			250,000				-				757,000
Net cash provided by financing activities			250,000				-				761,791
Net increase (decrease) in cash and equivalents			39,267				(3,791	)			396,910
Cash and equivalents at beginning of the period			357,643				4,532				-
Cash and equivalents at end of the period		$	396,910			$	741			$	396,910
Supplemental cash flow information:
Cash paid for:
Interest		$	-			$	-			$	-
Taxes		$	-			$	-			$	-
Non-Cash Investing and Financing Transactions:
Contributed capital from the forgiveness of debt, related party		$	-			$	-			$	5,991
Distribution of net liabilities to former shareholder		$	-			$	-			$	105,218
Common stock subject to redemption issued for purchase of domain name		$	-			$	-			$	43,750
Software contributed for common stock		$	-			$	-			$	98,290

 

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

 

 

EVENTURE INTERACTIVE, INC.

(FORMERLY CHARLIE GPS, INC.)

(A DEVELOPMENT STAGE COMPANY)

 

NOTES TO CONSOLITDATED UNAUDITED FINANCIAL STATEMENTS

 

1. ORGANIZATION AND BUSINESS OPERATIONS

 

Charlie GPS, Inc. was incorporated in the State of Nevada on November 29, 2010 (“Inception”). The Company was in the GPS tracking system business until late in 2012, when the Company redirected all of its efforts into the social media business.

 

On November 20, 2012, the Company filed Amended and Restated Articles of Incorporation (the “Charter Amendment”) with the Nevada Secretary of State to, among other things, (i) change its name to Live Event Media, Inc.; (ii) increase authorized capitalization from 75,000,000 shares, consisting of 75,000,000 shares of common stock, $0.001 par value per share, to 310,000,000 shares, consisting of 300,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of blank check preferred stock, $0.001 par value per share; and (iii) limit the liability of the Company’s officers and directors to the Company, the Company’s stockholders and the Company’s creditors to the fullest extent permitted by Nevada law.

 

On February 20, 2013, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State to change the name to Eventure Interactive, Inc. (the “Company”).

 

Asset Acquisition

 

On November 21, 2012, the Company issued 14,582,500 shares of common stock in exchange for software, which resulted in a change of control of the Company. This transaction was accounted for as a transfer of nonmonetary assets by a shareholder and was recorded at the historical cost of the software which was $98,290. In connection with the transaction, the Company cancelled 8,000,000 shares of common stock of the former principal shareholder of the Company and transferred $1,258 of the Company’s inventory and $106,476 of the Company’s liabilities to the former principal shareholder of the Company. The Company treated the cancellation of assets and liabilities as a contribution of capital to the Company of $105,218.

 

Going Concern

 

The 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 $2,864,944 as of 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.  These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles.

 

Principles of Consolidation

 

The financial statements include the accounts of the Company and its subsidiary. Intercompany transactions and balances have been eliminated.

 

Development Stage Company

 

The Company is currently considered a development stage company. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date. An entity remains in the development stage until such time as, among other factors, revenues have been realized.

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Basic and Diluted Loss Per Share

 

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.

 

Since the Company is in a loss position, it has excluded stock options and warrants from its calculation of diluted net loss per share. At March 31, 2013, the Company has 1,450,000 stock options and 750,000 warrants that would have been included in its calculation of diluted net loss per share if they were not antidilutive.

 

Software Development Costs

 

Costs incurred in the research and development of new software products are expensed as incurred until technological feasibility has been established. After technological feasibility is established, any additional costs are capitalized in accordance with authoritative guidance until the product is available for general release.

 

 

Intangible Assets - Domain Name

 

On December 28, 2012, the Company purchased a domain name. The Company considers the domain name an indefinite-lived intangible asset and will test for impairment on an annual basis.

 

Stock-Based Compensation

 

We measure stock-based compensation cost at the grant date based on the fair value of the award and recognize it as expense, over the vesting or service period, as applicable, of the stock award using the straight-line method.

 

3. COMMON STOCK SUBJECT TO REDEMPTION

 

In connection with the Company’s purchase of the domain name, the Company provided the seller with the right to exchange his 25,000 shares of common stock received in connection with the transaction (valued at $43,750) for $15,000 in the event the buyer is unable to utilize Rule 144 to resell the shares within eight months following the December 28, 2012 issuance date.

 

4. STOCKHOLERS’ EQUITY

 

Sales of Common Stock

 

On December 29, 2010, the Company issued 8,000,000 shares of common stock at a price of $0.001 per share, to its sole Director, for total cash proceeds of $8,000.

 

During 2011, the Company issued 2,400,000 shares of common stock at a price of $0.01 per share for total cash proceeds of $24,000.

 

During 2012, the Company issued 950,000 shares of common stock at a price of $0.50 per share for total cash proceeds of $475,000.

 

On March 7, 2013, the Company issued 250,000 shares of common stock at a price of $1.00 per share for total cash proceeds of $250,000.

 

Cancellation of Common Stock and distribution of assets and liabilities to former shareholder

 

In connection with the change of control, on November 21, 2012, the Company cancelled 8,000,000 shares of common stock. In addition, the Company created a separate entity named Charlie GPS Split Corp. (“Split-off Corp”) and in connection therewith transferred $1,258 of the Company’s inventory and $106,476 of the Company’s liabilities to Split-off Corp in addition to transferring all of the capital stock of Split-off Corp to the former principal shareholder of the Company. The Company treated the cancellation of assets and liabilities as a contribution of capital to the Company of $105,218.

 

Issuances of Common Stock for Assets

 

On November 21, 2012, the Company issued 14,582,500 shares of common stock in exchange for software. This transaction was accounted for as a transfer of nonmonetary assets by a shareholder and was recorded at the historical cost of the software which was $98,290.

 

On December 28, 2012, the Company purchased a domain name for $60,000 in cash and 25,000 shares of common stock of the Company. The common stock issued for the domain name was valued at the grant date closing price on December 28, 2012, or $1.75 per share, and totaled $43,750.

 

 

Common stock issued for services

 

During the three months ended March 31, 2013, the Company entered into a consulting agreement with Hart Partners LLC to perform certain services on behalf of the Company and requires the Company to issue 50,000 shares of its common stock, of which 25,000 shares are issuable immediately and 25,000 shares are issuable in six months. In accordance with the consulting agreement with Hart Partners LLC, the Company issued 25,000 shares of common stock during the three months ended March 31, 2013. The common stock was valued at the grant date closing price of $2.38 per share, and totaled $59,500 which the Company recorded as stock compensation.

 

Stock Option Awards

 

During January 2013, the Company granted employees options to purchase 900,000 shares of common stock. The options all have an exercise price of $0.50 per share and vest over periods of 0 to 4 years. The stock price on the grant date was $1.79 per share. The options were valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 2.00%, (2) term of 10 years, and (3) expected stock volatilities of 182.18% -195.60% (4) dividend rate of 0%. As a result, the fair value of these options on the grant date was $1,592,486 and the intrinsic value was $1,161,000.

 

During February 2013, the Company granted certain consultants options to purchase 350,000 shares of common stock. The options all have an exercise price of $0.50 per share and vest over 4 years. The stock price on the grant date was $2.15 per share. The options were valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 2.00%, (2) term of 10 years, and (3) expected stock volatility of 182.18%. As a result, the fair value of these options on the grant date was $747,334 and the intrinsic value was $577,500.

 

A summary of stock option activity is presented below:

 

						Weighted- average				Remaining				Aggregate
		Number of				Exercise				Contractual				Intrinsic
		Shares				Price				Term (years)				Value
Outstanding at December 31, 2012			200,000			$	-
Granted			1,250,000				0.50
Exercised			-				-
Expired/Forfeited			-				-
Outstanding at March 31, 2013			1,450,000			$	0.50				9.7			$	3,625,000
Exercisable at March 31, 2013			665,629			$	0.50				9.7			$	1,664,073

 

During the three months ended March 31, 2013 and 2012, the Company recognized stock-based compensation expense of $1,292,059, and $0, respectively, related to stock options. As of March 31,  2013, there was approximately $1,195,343 of total unrecognized compensation cost related to non-vested stock options which will be recognized over a weighted average period of approximately one year.

 

Warrant Awards

 

On December 3, 2012, the Company issued warrants to third parties to purchase 750,000 shares of its common stock granted with an exercise price of $0.01 per share. The stock price on the grant date was $1.24 per share. As a result, the intrinsic value for these warrants on the grant date was $922,500. The fair value of these warrants was $929,734 and were valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 2.00%, (2) term of 10 years, (3) expected stock volatility of 178.45%, and (4) expected dividend rate of 0%. All of the warrants vested immediately and $929,734 was expensed during the year ended  December 31, 2012.

 

 

A summary of warrant activity is presented below:

 

										Weighted-
						Weighted- average				average Remaining				Aggregate
		Number of				Exercise				Contractual				Intrinsic
		Shares				Price				Term (years)				Value
Outstanding at December 31, 2012			750,000			$	0.01				9.7
Granted			-				-				-
Exercised			-				-				-
Expired/Forfeited			-				-				-
Outstanding at March 31, 2013			750,000			$	0.01				9.7			$	2,242,500

 

5. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from March 31, 2013 through the date whereupon the financial statements were issued.

 

Stock Options

 

During April 2013, the Company granted its Chief Financial Officer options to purchase 50,000 shares of common stock. The options have an exercise price of $1.00 per share and vest over 2 years. The stock price on the grant date was $3.00 per share. The options were valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 2.00%, (2) term of 10 years, and (3) expected stock volatility of 182.18%. As a result, the fair value of these options on the grant date was $148,745 and the intrinsic value was $100,000.

 

During April 2013, the Company granted a consultant options to purchase 50,000 shares of common stock. The options have an exercise price of $1.00 per share and vest over 4 years. The stock price on the grant date was $3.00 per share. The options were valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 2.00%, (2) term of 10 years, and (3) expected stock volatility of 195%. As a result, the fair value of these options on the grant date was approximately $149,000 and the intrinsic value was $100,000.

 

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Statement Regarding Forward-Looking Information

 

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q, including without limitation, statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, estimated working capital, business strategy, the plans and objectives of our management for future operations and those statements preceded by, followed by or that otherwise include the words “believe”, “expects”, “anticipates”, “intends”, “estimates”, “projects”, “target”, “goal”, “plans”, “objective”, “should”, or similar expressions or variations on such expressions are forward-looking statements. We can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements, including, but not limited to, the availability and pricing of additional capital to finance operations.

 

Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this Quarterly Report on Form 10-Q to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 

The following discussion should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q.

 

Overview

 

Since November 21, 2012, we have engaged in the social media business. Our first project is the socialization of the ordinary utilitarian calendar. Every day, millions of people are forced to use multiple applications to plan, invite, navigate, capture, organize and share their social and business events. Without organization and a simple retrieval system, sharing and recalling the memories are often difficult, and many times non-existent. In addition, currently used techniques of memory sharing are person-to-person as opposed to people-to-event, so many captured memories never end up being socially shared correctly. The currently available apps are disjointed which results in a scattered experience for the user. It is not uncommon for a person to have several thousand photos on his camera roll and also replicated on his hard drive; have to toggle between multiple calendars and invite applications; and have to spend endless hours organizing and attaching photos and videos; just so he can share the memories captured from an event. Thus, there is not a simple one-stop solution that syncs and allows for access and review of activities.

 

Our technically unique, yet simple-to-use application addresses these inefficiencies in the social marketplace by enabling captured memories to be centrally stored and effortlessly shared among event attendees in a secure, real-time ad-hoc network. Even for those who could not attend, our “Wish You Were Here” feature allows for a participation in an online stream of the event activities, thus truly socializing the event within the user’s circle of connections.

 

 

During 2013, we will continue to develop and commercialize our social media business with the objective of creating operating revenues. This may require us to raise additional funds to support our future growth plans

 

On November 21, 2012, we entered into and closed an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Local Event Media, Inc., our wholly owned Nevada subsidiary, and Gannon Giguiere and Alan Johnson (collectively the “Sellers”) under which the Sellers sold to us assets (the “Assets”) intended to enable us to engage in the social media business. The Assets consist of a software platform with millions of lines of code authored in various languages including, but not limited to HTML, Java, Python and SQL. The software platform operates at multiple levels from a back-end, middle-ware and front-end, all which have been compiled into a fully functional web based application. The software has been and will continue to be written locally by various software developers, committed to a storage vault and then compiled into a functional application, which is then served on rented servers or what is currently referred to as a cloud server farm.

 

Asset Purchase Agreement

 

In conjunction with the Asset Purchase Agreement and in consideration of the purchase of the Assets, we issued an aggregate of 14,582,500 shares of our restricted common stock to the Sellers and their assigns. In conjunction with the closing under the Asset Purchase Agreement (the “Closing”), we closed on the sale of 200,000 shares of our common stock at a price of $0.50 per share or an aggregate of $100,000 pursuant to a private offering which was completed in December 2012 and in which we sold an aggregate of 950,000 shares for an aggregate of $475,000.

 

At the Closing or in anticipation of the Closing, we also took the following actions:

 

Ÿ

We transferred all of our pre-Asset Purchase Agreement assets, excluding the private placement offering proceeds, and all of our pre-Asset Purchase Agreement liabilities, to a newly formed wholly owned subsidiary, Charlie GPS Split Corp. (“Split-Off Subsidiary”) and in connection therewith transferred all of the outstanding shares of capital stock of Split-Off Subsidiary to our pre-Asset Purchase Agreement principal stockholder in exchange for the surrender and cancellation of 8,000,000 shares of our common stock owned by such stockholder.

 

Ÿ

Effective November 19, 2012, our board of directors and persons holding a majority of our outstanding common stock adopted a Two Million Five Hundred Thousand (2,500,000) share Equity Incentive Plan for future issuances, at the discretion of our board of directors, of awards to officers, key employees, consultants and directors.

 

Ÿ

Effective at Closing, our pre-Asset Purchase Agreement officers and directors resigned, we increased the size of our board of directors to three members, at least one of which shall be independent, with the intent to increase the board to at least five members post-Closing, at least three of which shall be independent and we appointed new executive officers and two directors to fill the vacancies created by the resignations and the increase in the size of the board. In connection therewith we appointed Gannon Giguiere as our Chairman, Chief Executive Officer and Secretary and appointed Alan Johnson as our President and as a Director.

 

 

Ÿ

Effective at Closing, we executed 24 month lock-up agreements with all post-Closing officers and directors and all stockholders holding ten percent or more of our common stock.

 

Ÿ

Effective at Closing, we entered into Employment Agreements with Gannon Giguiere and Alan Johnson.

 

Ÿ

Effective at Closing, we entered into Indemnification Agreements with Gannon Giguiere and Alan Johnson under which we agreed to indemnify Messrs. Giguiere and Johnson and to provide for advancement of expenses under certain circumstances to the fullest extent permitted by applicable law.

 

Ÿ

We adopted a Code of Ethics applicable to our principal officers.

 

On December 28, 2012, we entered into a Domain Name Purchase and Assignment Agreement pursuant to which we acquired the internet domain name “eventure.com” for $60,000 and 25,000 shares of our restricted common stock. We have agreed to buy back the restricted shares from the domain name seller at a price of $0.60 per share if they are not saleable under Rule 144 of the Securities Act of 1933, as amended, eight months following their issuance date. We subsequently launched a social calendar application on our website, www.eventure.com.

 

We believe our Social Calendaring application to be unique and that it will appeal to both social and work events, allowing for a comprehensive business model including:

 

Ÿ

Digital Invitation Sales

 

Ÿ

Ad Suppression Subscription

 

Ÿ

Media Cloud Storage

 

Ÿ

Event Ticket Sales

 

Ÿ

Sponsored Content

 

Ÿ

Targeted Listings

 

Ÿ

Promotional Offers

 

We expect to able to generate multiple revenue streams from each user, as well as professional event organizations and eventually project management professionals.

 

Results of Operations

 

Loss from Operations

 

We incurred a net loss from operations of $1,557,756 for the three months ended March 31, 2013. For the three months ended March 31, 2012, we incurred a loss from operations of $6,191. The increase in comparable loss was due to an increase in general and administrative expenses which was primarily attributable to expenses related to stock compensation, salaries and consulting fees.

 

 

Revenues

 

We generated no revenues during the period from November 29, 2010 (date of inception) through March 31, 2013.

 

Liquidity and Capital Resources

 

We expect that we will need additional capital to implement our strategies. Given the currently unsettled state of the capital markets and credit markets, there is no assurance that we will be able to raise the amount of capital that we seek for acquisitions or for future growth plans. Even if financing is available, it may not be on terms that are acceptable to us. In addition, we do not have any determined sources for any future funding. If we are unable to raise the necessary capital at the times we require such funding, we may have to materially change our business plan, including delaying implementation of aspects of our business plan or curtailing or abandoning our business plan. We represent a speculative investment and investors may lose all of their investment.

 

Since inception, we have been financed primarily by way of sales of our common stock.

 

At March 31, 2013, cash was $396,910 and we had no other current assets. At the same time, we had current liabilities of $126,674, which consisted of accounts payable and accrued expenses. We attribute our net loss from operations to having no revenues to sustain our operating costs as we are a development stage company. At December 31, 2012, cash was $357,643 and we had no other current assets. At the same time, we had current liabilities of $93,460, which consisted of accounts payable and accrued expenses.

 

Net Cash Used in Operating Activities

 

Net cash used in operating activities was $172,983 for the three months ended March 31, 2013, as compared to net cash used of $3,791 for the three months ended March 31, 2012. The increase was primarily due to an increase in net loss.

 

Net Cash Used by Investing Activities

 

During the three months ended March 31, 2013 and 2012, we used $37,750 and $0, respectively, of cash in investing activities. The cash used in operating activities in 2013 was for consulting fees developing our software.

 

Net Cash Provided by Financing Activities

 

During the three months ended March 31, 2013, we received $250,000 in net cash from financing activities as compared to $0 for the three months ended March 31, 2012.

 

 

General

 

We will only commit to capital expenditures for any future projects requiring us to raise additional capital as and when adequate capital or new lines of finance are made available to us. There is no assurance that we will be able to obtain any financing or enter into any form of credit arrangement. Although we may be offered such financing, the terms may not be acceptable to us. If we are not able to secure financing or it is offered on unacceptable terms, then our business plan may have to be modified or curtailed or certain aspects terminated. There is no assurance that even with financing we will be able to achieve our goals.

 

Going Concern

 

Our financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. We have incurred losses since inception resulting in an accumulated deficit of $2,864,944 as of March 31, 2013 and further losses are anticipated in the development of our business raising substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or obtaining the necessary financing to meet our obligations and repay our 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. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.

 

Critical Accounting Policies and Estimates

 

Significant Accounting Policies

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Stock-based Compensation

 

We measure stock-based compensation cost at the grant date based on the fair value of the award and recognize it as expense, over the vesting or service period, as applicable, of the stock award using the straight-line method.

 

Recent Accounting Pronouncements

 

We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we dos not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

 

 

Off-Balance Sheet Arrangements

 

None.

 

Contractual Obligations

 

Not applicable.

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4.  CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure 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. At the end of the quarter ended March 31, 2013 we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on this evaluation, and for the same reasons set forth in our Annual Report on Form 10-K for the year ended December 31, 2012 management concluded that as of March 31, 2013 our disclosure controls and procedures were not effective.

 

Limitations on Effectiveness of Controls and Procedures

 

Our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), does not expect that our disclosure controls and procedures 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, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of 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 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.

 

 

Changes in Internal Controls

 

During the fiscal quarter ended March 31, 2013, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

 

PART II – OTHER INFORMATION

 

ITEM 1.  LEGAL PROCEEDINGS

 

From time to time we may be a defendant and plaintiff in various legal proceedings arising in the normal course of our business. We are currently not a party to any material legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, we are not aware of any known litigation or liabilities involving the operators of our properties that could affect our operations. Furthermore, as of the date of this Quarterly Report, our management is not aware of any proceedings to which any of our directors, officers, or affiliates, or any associate of any such director, officer, affiliate, or security holder is a party adverse to our company or has a material interest adverse to us.

 

ITEM 1A.  RISK FACTORS

 

Not applicable.

 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

In January 2013, our Board of Directors authorized the grant of an aggregate of 900,000 non-statutory stock options under our 2012 Equity Incentive Plan to four persons, including our two executive officers, to purchase up to an aggregate of 900,000 shares of our common stock. All of these options are exercisable for a period of ten years at an exercise price of $0.50 per share. The issuances of the options were made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act for transactions by an issuer nor involving a public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701.

 

In February 2013, our Board of Directors authorized the grant of an aggregate of 350,000 stock options under our 2012 Equity Incentive Plan to nine persons to purchase up to an aggregate of 350,000 shares of our common stock, 50,000 of which stock options were subsequently terminated. All of the remaining options are exercisable for a period of ten years at an exercise price of $0.50 per share. The issuances of the options were made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act for transactions by an issuer nor involving a public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701.

 

In March 2013, we commenced a private placement offering of a maximum of 1,000,000 shares at a price of $1.00 per share. On March 7, 2013 we closed on the sale of 250,000 shares ($250,000). The shares were issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering.

 

 

On March 5, 2013, we issued 25,000 shares of our common stock to one person in connection with a Corporate Advisory and Investor Relations Agreement. The shares were issued in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(2) of the Securities Act, as a transaction by an issuer not involving a public offering.

 

On April 1, 2013 we issued 50,000 non-statutory stock options under our 2012 Equity Incentive Plan to a consultant to purchase up to 50,000 shares of our common stock. These options are exercisable for a period of tem years at an exercise price of $1.00 per share. The issuances of the options were made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act for transactions by an issuer nor involving a public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701.

 

During April 2013, we issued 50,000 non-statutory stock options under our 2012 Equity Incentive Plan to our chief financial officer to purchase up to 50,000 shares of our common stock. These options are exercisable for a period of ten years at an exercise price of $1.00 per share. The issuances of the options were made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act for transactions by an issuer nor involving a public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701.

 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4.  MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5.  OTHER INFORMATION

 

Not applicable.

 

ITEM 6.  EXHIBITS

 

In reviewing the agreements included as exhibits to this Form 10-Q, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

 

Ÿ

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

 

Ÿ

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

 

Ÿ

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

 

Ÿ

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Form 10-Q and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

 

The following exhibits are included as part of this report:

 

Exhibit No.		Description
31.1		Certification of Principal Executive Officer pursuant to Section 302 the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer pursuant to Section 302 the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	EVENTURE INTERACTIVE, INC.
May 20, 2013	By:	/s/ Gannon Giguiere
	Gannon Giguiere, Chief Executive Officer
	EVENTURE INTERACTIVE, INC.
May 20, 2013	By:	/s/ Michael D. Rountree
	Michael D. Rountree, Chief Financial Officer