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 November 30, 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 333-136663

 

THE RADIANT CREATIONS GROUP, INC. 

(Exact name of registrant as specified in its charter)

 

NEVADA		45-2753483
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Harbour Financial Center 2401 PGA Boulevard, Suite 280-B Palm Beach Gardens, FL 33410		33410
(Address of principal executive offices)		(Zip code)

 

(561) 420-0380

(Registrant's telephone number, including area code)

 

1313 S. Killian Drive, Suite B

Lake Park, Florida 33403

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

Indicate by check mark whether the registrant 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]

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of November 30, 2013, the Issuer had 47,951,560 shares of common stock issued and outstanding.

 

 

THE RADIANT CREATIONS GROUP, INC.
NOVEMBER 30, 2013
	PART I – FINANCIAL INFORMATION	Page
Item 1.	Financial Statements
	Balance Sheets as of November 30, 2013 and February 28, 2013 (Unaudited)	3
	Statements of Expenses For the three months ended November 30, 2013 and November 30, 2012 (Unaudited) For the nine months ended November 30, 2013 and November 30, 2012 (Unaudited)	4
	Statements of Cash Flows For the nine months ended November 30, 2013 and November 30, 2012 (Unaudited)	5
	Notes to Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis or Plan of Operation	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	20
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mining Safety Disclosure	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
	Signatures	24

 

 

ITEM 1. FINANCIAL INFORMATION

 

THE RADIANT CREATIONS GROUP, INC.

BALANCE SHEETS

(Unaudited)

 

		November 30, 2013				February 28, 2013
ASSETS
Cash		$	40,890			$	8,583
Accounts Receivable			57,805				—
Due from related party			360,749				—
Inventory			61,008				—
Prepaid Expenses			1,010				—
Total Current Assets			521,462				8,583
Net Fixed Assets			8,655
Other Assets
Investment in Subsidiary			757				—
Exclusive License Agreement			1,000,000				—
Intellectual Property Documentation			350,000				—
Total Assets		$	1,880,874			$	8,583
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable			9,082				—
Convertible Notes -Third Parties, net of discount of $752,900 and $0, respectively			426,048				—
Derivative liabilities			796,023				—
Advances			—				40,000
Accrued liabilities			—				7,000
Interest payable			49,090				112,470
Notes payable			—				720,000
Note Payable - Related Party			86,500				—
Total Current Liabilities			1,366,743				879,470
Long-Term Liabilities:
Note Payable  - Third Party			25,000				—
Note Payable - Related Party			75,000				—
TOTAL LIABILITIES			1,466,743				879,470
Stockholders’ Deficit
Preferred stock, 100,000,000 shares authorized; $0.00001 par value 0 shares issued and outstanding			—				—
Common stock, 100,000,000 shares authorized; $0.00001 par value 47,951,560 and 30,000,000 shares issued and outstanding, respectively			480				300
Additional Paid-In Capital			2,643,801				132,750
Accumulated Deficit			(2,230,150	)			(1,003,937	)
Total Stockholders’ Deficit			414,131				(870,887	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	1,880,874			$	8,583

 

 

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

 

 

THE RADIANT CREATIONS GROUP, INC.

STATEMENTS OF EXPENSES (Unaudited)

 

		For the Three Months Ended November 30, 2013				For the Three Months Ended November 30, 2012				For the Nine Months Ended November 30, 2013				For the Nine Months Ended November 30, 2012
INCOME
Product Sales		$	65,315				—				102,987			$	—
Total Income			65,315				—				102,987				—
Cost of Goods Sold:
Supplies and Materials			9,874				—				45,154				—
Total Cost of Goods Sold			9,874				—				45,154				—
GROSS PROFIT			55,441				—				57,833				—
EXPENSES
Office Administration			12,371				62,176				37,256				257,560
Professional and Regulatory Fees			27,637								51,167				—
Investor Relations			14,548								17,017				—
Mining Exploration			—				45,000								80,000
Stock compensation			—				—				564,627				—
Marketing and Advertising			50,186								64,074				—
Total Operating Expenses			104,742				107,176				734,141				337,560
Operating Loss			(49,301	)			(107,176	)			(676,308	)			(337,560	)
Other Expenses:
Depreciation			(450	)			—				(600	)			—
Interest Expense			(280,620	)			(21,179	)			(489,900	)			(49,998	)
Gain/(loss) on derivative liability			171,457				—				(34,506	)			—
Write off of inventory			—				—				(24,899	)			—
Total Other Expenses			(109,613	)			(21,179	)			(549,905	)			(49,998	)
NET INCOME/(LOSS)		$	(158,914	)		$	(128,355	)		$	(1,226,213	)		$	(387,558	)
Basic & Diluted Loss per Common Share			(0.00	)			(0.00	)			(0.03	)			(0.01	)
Weighted Average Common Shares Outstanding			45,002,931				30,000,000				37,013,947				30,000,000

  

 

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

 

THE RADIANT CREATIONS GROUP, INC.

STATEMENTS OF CASH FLOWS 

(Unaudited) 

		For the Nine Months Ended November 30, 2013				For the Nine Months Ended November 30, 2012
OPERATING ACTIVITIES:
Net Loss		$	(1,226,213	)		$	(387,558	)
Adjustments to reconcile net loss to net cash  used in operating activities:
Depreciation			600				—
Income/(loss) on derivative liability			34,506				—
Amortization of debt discount			400,314				—
Stock compensation			564,627				—
Write off of inventory			24,899				—
Changes in operating assets and liabilities:
Accounts receivable			(58,562	)			—
Inventory			(21,377	)			—
Prepaid expenses			(1,010	)			—
Accounts payable			9,082				(470	)
Account Payable – related party			—				400
Interest Payable							49,998
Accrued Liabilities			70,068				14,000
Net Cash Provided in Operating Activities			(203,066	)			(323,630	)
INVESTING ACTIVITIES:
Cash paid for purchase of fixed assets			(9,255	)			—
Net Cash Provided in Investing Activities			(9,255	)			—
CASH FLOWS FROM FINANCING :
Proceeds from notes payable - related party			86,500				—
Borrowings on convertible debt			78,500				—
Proceeds from loans and notes			—				290,000
Contributed capital			2,000				—
Shares repurchased			(443,622	)			—
Proceeds from issuance of common stock			521,250				—
Expenses Paid by non-related party as advance			—				30,000
Net Cash Provided by Financing Activities			244,628				320,000
Net Increase (Decrease) in Cash			32,307				(3,630	)
Cash at Beginning of Period			8,583				4,581
Cash at End of Period		$	40,890			$	951
Supplemental Disclosures
Interest paid		$	—			$	—
Income taxes paid			—				—
Noncash financing and investing activities:
Debt discount from derivatives			1,153,214				—
Conversion of Debt			170,000				—
Reclass of derivative to additional paid-in capital from derivative instrument			391,697
Acquisition of assets and liabilities from The Renewable Corporation			1,509,157				—
Assignment and modification of notes payable			900,448				—

 

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

 

THE RADIANT CREATIONS GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 – Organization, Basis of Presentation and Significant Accounting Policies

 

Nature of Business

 

The Radiant Creations Group, Inc., formerly known as Nova Mining Corporation (the “Company”) was incorporated in Nevada on December 29, 2005. From their inception the Company's principal business activity was the acquisition and exploration of mineral resources. On June 20, 2013, following a change of control and subsequent acquisition of an exclusive license agreement, certain assets and processes to innovative technologies in skin protection and enhancement, which consist of various proprietary products including an anti-aging and revitalizing skin cream generally under the "Radiant Creations" label, the Company changed its principal business to the development and marketing of unique and proprietary scientific technologies and cosmetic and over-the-counter personal enhancement products and devices.

 

Basis of Presentation

 

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

 

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.

 

Revenue Recognition

 

The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. This typically occurs when the product is shipped.

 

NOTE 2 – Going Concern

 

The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assume that The Radiant Creations Group, Inc. will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.

 

Several conditions and events cast substantial doubt about The Radiant Creations Group’s ability to continue as a going concern.  The Radiant Creations Group has incurred net losses of $2,230,150 for the period from December 29, 2005 (inception) to November 30, 2013, we have had minimal revenues and require additional financing in order to finance its business activities on an ongoing basis. The Radiant Creations Group’s future capital requirements will depend on numerous factors including, but not limited to, executing its marketing and business plans and the pursuit of business opportunities. The Radiant Creations Group is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained.  In the interim, shareholders of The Radiant Creations Group have committed to meeting its operating expenses.

 

Management believes that actions presently being taken to revise The Radiant Creations Group’s operating and financial requirements provide them with the opportunity to continue as a going concern.

 

 

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 the Company be unable to continue as a going concern.

 

NOTE 3 – Acquisition

On June 25, 2013, we purchased certain assets from The Renewable Corporation. The purchase price consisted of 6,805,556 common shares of the Company fair valued at $.20 per share. The purchases included their license, certain assets and processes to innovative technologies in skin protection and enhancement which consists of proprietary products including an anti-aging and revitalizing skin cream to be marketed generally under the "Radiant Creations" label. On July 10, 2013 the purchase price was increased to 7,545,788 shares fair valued at $.20 per share. The purchase price was restructured to include assumption of additional Renewable debt by Radiant. A summary of the assets and liabilities acquired are shown below:

 

Purchase Price
Stock		$1,509,157

 

Assets Acquired
Inventory		64,530
Nucleotide documentation		350,000
License		1,000,000
Convertible debentures		(370,000)
Promissory notes		(100,000)
Total value		$944,530

 

The excess of the fair value of consideration over the assets acquired of $564,627 was recorded to stock compensation because the entities are related parties. The entities are not under common control; however, the entities share the same CEO and CFO.

 

NOTE 4 – Related Party Transactions

 

In the years 2005 - 2008, the Company’s former President advanced to the Company an aggregate of $110,000. The advance was non-interest bearing and due on demand. As of November 30, 2013, this amount has been purchased by an outside party and is no longer owed to the Company’s former President.

 

As of November 30, 2013, $187,300 has been paid in compensation for services rendered by the Company’s prior officers and directors during their time of service ending on June 27, 2013.

 

As of November 30, 2013, all activities of The Radiant Creations Group have been conducted by corporate officers from either their homes or business offices.  Currently, there are no outstanding debts owed by The Radiant Creations Group for the use of these facilities. On December 1, 2013, the Company relocated its offices to Harbour Financial Center, 2401 PGA Boulevard, Palm Beach Lakes, FL 33410.

 

As of November 30, 2013, the Company had advances from corporate officers in the amount of $86,500. The advances are non-interest bearing and have no maturity assigned as of November 30, 2013.

 

NOTE 5 - Advances

 

As of November 30, 2013, a third party paid company expenses totaling $30,000 and loaned the company $10,000. These amounts are a non-interest bearing advance of $40,000.

 

As a condition of closing the change of control transaction identified in Note 7 below, the Advance of $40,000 was converted to a Note Payable. This amount has been purchased by another third party.

 

As of November 30, 2013, the Company had loans from corporate officers totaling $86,500. The advances are non-interest bearing and have no maturity assigned as of November 30, 2013.

 

 

NOTE  6 – Notes and Debentures Payable

 

During 2011, 2012 and 2013, a third party loaned the Company $610,000. These loans are unsecured and payable a year from the signed note.  A $200,000 loan is accruing 10% simple interest annually and the remaining $410,000 in loans accrue at15% simple interest annually. Of these notes, $260,000 is in default as of November 30, 2013 and $40,000 of this amount accrues interest at the default interest rate of 25%. As of November 30, 2013, the Company owed $610,000 in principal and $106,106 in interest on these notes.

 

As a condition of closing the change of control transaction identified in Note 6 below, the Note (including interest) in the amount of $716,106 was converted to a Convertible Note Payable. This amount has been purchased by an outside third party.

Following the conversions to common stock of $100,000 on September 19^th, and $70,000 on November 20^th, 2013, the Company owes $546,106 in principal and $30,196 in interest as of November 30, 2013.

On September 1, 2011, $110,000 was owed to a third party.  This loan is unsecured, accruing 15% simple interest annually and payable on August 31, 2012. This note is now in default as of November 30, 2013 and accruing interest at the default interest rate of 25%. As of November 30, 2013, the Company owes $110,000 in principal and $34,342 in interest on this note.

 

As a condition of closing the change of control transaction identified in Note 6 below, the Note (including interest) in the amount of $144,342 was converted to a Convertible Note Payable. This amount has been purchased by an outside third party.

 

Current Liabilities: Convertible Notes - Third Parties

 

As of November 30, 2013, the Company had convertible notes from third parties including accrued interest in the amount of $768,876. Terms include $730,448 with simple interest accruing to the principal at a rate of 10 percent annually for a total of $38,428. The notes may be converted at the option of the Holder at fixed rate of $0.075 per share. The embedded conversion options are classified as liabilities under ASC 815. . The maturity date of the notes is August 14, 2014.

 

Additionally, as of November 30, 2013, the Company had a convertible note from third parties including accrued interest in the amount of $78,706. Terms include $78,500 with simple interest accruing to the principal at a rate of 8.0 percent annually for a total of $206. On May 18, 2014, the note may be converted at the option of the Holder at a "variable conversion price" representing a discount rate of 42% to the current market price defined as the average of the lowest three (3) trading prices for the common stock during the (10) trading day period ending on the latest complete trading day prior to the conversion date. The maturity date of the notes is August 14, 2014.

 

As of November 30, 2013, the Company had convertible debentures from third parties including accrued interest in the amount of $374,043. Terms include $370,000 with simple interest accruing to the principal at a rate of 10 percent annually for a total of $10,456. The notes may be converted at the option of the Holder at a rate of 50% of the average of the previous 5 days closing price on the common stock. The embedded conversion options are classified as liabilities under ASC 815.

 

Current Liabilities: Notes Payable - Related Parties

 

As of November 30, 2013, the Company had advances from corporate officers of $86,500. The advances are non-interest bearing and have no maturity assigned as of November 30, 2013.

 

Long-Term Liabilities: Note Payable - Third Party

 

As of November 30, 2013, the Company had a long-term note payable from a third party including accrued interest of $26,603. Terms include $25,000 with interest at 15% annually for $1,603. The maturity date is January 31, 2015.

 

Long-Term Liabilities: Note Payable - Related Party

 

As of November 30, 2013, the Company had a long-term note payable from related parties including accrued interest of $79,808. Terms include $75,000 with interest at 15% annually for $4,808. The maturity date is November 29, 2014.

 

 

NOTE 7 – Fair Value Measurement and Derivative Liability

 

The Company evaluates all of it financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

 

Under ASC-815 the conversion options embedded in the notes payable described in Note 6 require liability classification because they do not contain an explicit limit to the number of shares that could be issued upon settlement.

 

As defined in FASB ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy are as follows:

 

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date.

Active markets are those in which transactions for the asset or liability occur in sufficient frequency and

volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial

instruments such as exchange-traded derivatives, marketable securities and listed equities.

 

Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly

or indirectly observable as of the reported date.

 

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These

inputs may be used with internally developed methodologies that result in management’s best estimate of

fair value.

 

The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as November 30, 2013.

 

Recurring Fair Value Measures		Level 1	Level 2	Level 3	Total
Derivative liabilities, November 30, 2013		$             -	$               -	$796,023	$796,023

 

The following table summarizes the changes in derivative liabilities during the nine months ended November 30, 2013:

Ending balance as of February 28, 2013	$	---
Additions due to new convertible debt issued		1,161,574
Day one loss on derivative		(8,360)
Reclass of Derivative to Equity due to conversion		(391,697)
(Gain)/loss on change in fair value		34,506
Ending balance as of November 30, 2013	$	796,023

 

As discussed in Note 6, the Company determined that the instruments embedded in the convertible note should be classified as liabilities and recorded at fair value due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The fair value of the instruments was determined using multinomial lattice model based on the following assumptions:

 

-  The projected volatility curve for each valuation period was based on the historical volatility of the Company.

-  1 to 5-year Volatility 198%-431%,

-  An event of default would occur 5% of the time, increasing 1.00% per month to a maximum of 10%,

-  The monthly trading volume would average $100,000 to $135,600 and would increase at 1% per month. The variable conversion prices 50% of ask-bid or close prices over 3 to 10 trading days have effective discount rates of 31.75% to 49.13%,

-  The Note Holders would automatically convert variable conversion prices 50% of ask-bid or close prices over 3 to 10 (with full ratchet resets) the notes at the stock price for the Convertible Note if the registration was effective and the Company was not in default, and Conversion price reset events are assumed every 3 months.

 

 NOTE 8 - Equity

During the nine months ended November 30, 2013, the Company sold 10,722,439 common shares for proceeds of $521,250. Of this amount, $360,749 was loaned to The Renewable Corporation and is a receivable at November 30, 2013.

 

During the nine months ended November 30, 2013, the Company repurchased 3,250,000 common shares from The Renewable Corporation in exchange for settlement of receivable of $443,622.

 

NOTE 9 - Investment in Subsidiaries

On November 5, 2014, the Company established three foreign (UK) subsidiaries for the exclusive purpose of maintaining merchant processing account for processing sales throughout Europe. At November 30, 2013, no sales activity had been recorded through the subsidiaries.

 

NOTE 10 – Subsequent Events

 

 On December 3, 2013, the Company granted 27,750,000 options to executives (18,000,000), board members (1,200,000) and employees (8,550,000). At the date of these financial statements, none of the options granted have been exercised.

 

On December 16, 2013, the Company entered into a convertible debt agreement with third party for the amount of $32,500 at 8% interest.

As of January 21, 2014, the Company has issued 1,860,000 additional shares of common stock to private investors in exchange for $108,500 in cash. Total shares outstanding as of January 21, 2014 are 49,811,560.

 

 

 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operation

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements contained in this Quarterly Report constitute "forward-looking statements." These statements, identified by words such as "plan," "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Part II - Item 1A. Risk Factors" and elsewhere in this Quarterly Report. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents, particularly our Annual Reports, Quarterly Reports and our Current Reports, we file from time to time with the Securities and Exchange Commission (the "SEC").

 

As used in this Quarterly Report, the terms "we," "us," "our," "Radiant," and the "Company" refer to The Radiant Creations Group, Inc. unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.

 

Introduction

 

We were incorporated on December 29, 2005 under the laws of the State of Nevada.  From our inception until February 2009 we were engaged in the exploration of a claim knows as the Columbia VI Claim.  In February of 2009, based on a report from our consulting geologist, we abandoned the Columbia Claim.

 

In February 2009, we engaged Consulting Geologist, D. Bain, B.Sc., P.Geo. of DUNCAN BAIN CONSULTING LTD. (“BAIN”), to select an area in Saskatchewan considered favorable for hosting diamondiferous kimberlite pipes. That site was staked by the Mr. Bain and registered with the province of Saskatchewan on March 18, 2009.

 

Duncan J. Bain, P.Geo. is an independent Qualified Person in accordance with Canadian securities National Instrument 43-101 and as defined in the CIM (Canadian Institute of Mining and Metallurgy) Standards on Mineral Resources and Reserves.

 

The Bittern Lake Project (“Claim”) consists of one claim of 256 hectares. This claim was registered on March 18, 2009 in the name of Duncan Bain, 49 Midale Crescent, London, Ontario, Canada N5X 3C2. Title to the Claim was subsequently transferred to Nova in April 2009.

 

The Claim is located in the east-central part of the province of Saskatchewan, in the NW corner of N.T.S. map sheet 73H/13, centered at Latitude 53o 59' North, Longitude 105o 53' West and UTM co-ordinates 5983000 N, 442000 E, Zone 13, using NAD 27 datum. The Claim covers an area of 256 hectares.

 

The Claim is located within the surveyed (southern) portion of Saskatchewan and is described in terms of legal sections and subdivisions.  To maintain the property in good standing, Saskatchewan Energy and Resources (SER) require proof of exploration expenditures, or cash payment in lieu, of $12 per hectare per year (after the first year). These assessment requirements amount to approximately $3,200 for the property. On March 31, 2011, the Company paid the assessment to Saskatchewan Energy and Resources in lieu of work filed.

 

On March 29, 2011 the Company re-engaged the services of BAIN to direct a Phase 1 Exploration Program on the Claim.  The Company has agreed to pay to BAIN approximately $20,000 for the exploration and subsequent report. The Company anticipates the Phase 1 report will include positive findings and form the basis for further exploration of the Claim.

 

On February 15, 2012 we, entered into an option agreement with Natural Resources Recovery Guyana (NRRG), an affiliated company of CFG, LLC. NRRG is in the business of gold, diamond, and timber harvesting. The option agreement is for a period of sixty (60) days beginning from the date of the agreement. The Radiant Creations Group Corp. paid $5,000 for this option right. The assets for placement are five (5) concessions of gold, diamond, and timber harvesting interest which equates to 6,000 acres of land with the licenses and permits rights in the country of Guyana.

 

 

On April 23, 2012 we, entered into a 60 day option agreement with Natural Resources Recovery Guyana (NRRG), an affiliated company of CFG, LLC. NRRG is in the business of gold, diamond, and timber harvesting. The option agreement is for a period of sixty (60) days beginning from the date of the agreement. The Radiant Creations Group Corp. paid $5,000 for this option right. The assets for placement are five (5) concessions of gold, diamond, and timber harvesting interest which equates to 6,000 acres of land with the licenses and permits rights in the country of Guyana.

  

Effective May 21, 2012, a change of control took place and Clarent Services Corp. acquired from Half Moon Bay Holdings, LLC, 25,000,000 shares of common stock of the Registrant, representing all of Half Moon Bay’s holdings of the Registrant.  The shares constitute in the approximately 83.33% of the thirty million (30,000,000) issued and outstanding shares of common stock of the Company. There are no arrangements or understandings among members of the former and new control groups and their associates with respect to election of directors or other matters.

 

Effective May 21, 2012, Mr. Duncan Bain resigned as our President, Chief Executive Officer, and Chief Financial Officer and was appointed as our Vice President. There were no disagreements between Mr. Bain and us regarding any matter relating to our operations, policies or practices. Mr. Carmen Joseph Carbona was appointed as President, Chief Executive Officer, and Chief Financial Officer in place of Mr. Bain.

 

Recent Corporate Developments

 

On June 20, 2013, a change of control of the Company occurred when Biodynamic Molecular Technologies, LLC a privately held company organized in the State of Florida acquired from Clarent Services Corp. the former majority stockholder of the Company in a private transaction 25,000,000 restricted shares of common stock, par value $0.00001 per share of the Company.

 

The Company is not aware of any arrangements, including any pledge of securities of the Company, the operation of which may at a subsequent date result in a change of control of the Company.

 

Departure of Directors or Principal Officers

 

On June 20, 2013, Mr. Carmen J. Carbona presented to the Board of the Company a letter of resignation whereby he resigned from his positions as President, Chief Executive Officer and Chief Financial Officer of the Company and as the sole member of the Board and all other positions to which he has been assigned, regardless of whether Mr. Carbona served in such capacity, of the Company, effective on June 20, 2013.  Mr. Carbona’s resignation was not the result of any disagreements with the Company on any matters relating to the Company’s operations, policies or practices.

 

Appointment of New Board Members

 

On June 20, 2013, the stockholders of the Company holding a majority in interest of the Company’s voting equity, approved by written consent and the members of the board of directors (the “Board”) of the Company approved by unanimous written consent, (i) the acceptance of resignation of Mr. Carnen J. Carbona from his positions as an officer and director of the Company, and (ii) the appointment of Mr. Gary R. Smith, Mr. Manpreet Singh and Mr. Gary D. Alexander to the Board of Directors.

 

Appointment of New Corporate Officers

 

On June 20, 2013 the new Board of Directors of the Company elected Mr. Gary R. Smith as its Chairman and appointed him as the Company's new Chief Executive Officer.  The Board further appointed Mr. Manpreet Singh Thaper, a member of the Board as its President and Chief Operating Officer, appointed Mr. Gary D. Alexander, a member of the Board as its Chief Financial Officer and Corporate Secretary and appointed Michael S. Alexander as its Vice President of Corporate Finance.  The Board moved the corporate offices from Marcellus, New York to 1320 South Killian Drive, in Lake Park, Florida.

 

Mr. Gary R. Smith CEO of The Radiant Creations Group, Inc. is a corporate leader, manager, and consultant with extensive business experience in top management positions. He has more than three decades of operational experience as manager and CEO for leading automotive and auto finance organizations. In 2008 Mr. Smith purchased Superglass Windshield Repair franchises in the State of Florida which is still oversees. Mr. Smith joined The Renewable Corporation in March of 2012 where he serves as President and CEO.

 

 

Mr. Manpreet Singh Thaper began his career after he earned a BS in Accounting from Arizona State University, W.P. Carey School of Business. Upon his graduation from Arizona State, He worked in the mining and metals industry for several years, which is where he gained valuable experience and knowledge in the fields of public company accounting and SEC reporting.  His experiences also include holding the key position of Financial Controller in the healthcare and consumer financial world and later moving on to become the leading professional working as the CFO and Principal of Long Island Casino, Inc. Mr. Singh joined the executive team at The Renewable Corporation in May 2012 and has been a valuable member of the team until his resignation in January 2013 in anticipation of this transaction. He brings his ability to apply tenacious improvements and development of new technologies, procedures and policies to maximize on the success of Company.

 

Mr. Gary D. Alexander, a founder and chairman of Technology River Investment, LLC a Florida based investment firm. He has more than 30 years of experience in the fields of accounting and investments. His knowledge and skills include initiating public and private offerings for small companies, professional accounting services with “go-public” transactions, private placement syndications, mergers, and acquisitions. He has extensive experience in forensic and reconstructive accounting and litigation matters. He has appeared with counsel in mediation and/or with a special master representing NASD broker-dealers as an auditor and consultant. He has also led and participated in projects in other fields, including the aviation industry, automotive, petroleum, internet services, telephone and VoIP industries, medical facilities, cosmetic and the entertainment, music and film industries.

 

Previously, Mr. Alexander was chairman of Treasure Coast Private Equity, a Florida based private equity firm that specializes in providing debt and equity resources for privately owned business seeking expansion capital. In December 2011, the Company was combined with Technology River Investments. In January 2013, he was appointed as officer and member of the board of directors of Brick Top Productions, Inc. a Florida base film production company (BTOP) and in June 2013 he became director, chief financial officer and corporate secretary of The Radiant Creations Group, Inc. a/k/a Nova Mining Corporation (NVMN). Through an asset acquisition, the company is designed to capitalize on innovative patented DNA based technologies to be used in the cosmetic and medical industries.

 

In December 2011, Mr. Alexander was appointed director, chief financial officer, corporate secretary and treasurer of The Renewable Corporation (RNWB), a state of Washington Corporation doing business in Florida. The company is a manufacturer and distributor of innovative and proprietary surface coatings and nano-bonding products. In November 2007, Mr. Alexander was appointed outside/independent director of FirstPlus Financial Group, Inc. (FPFX) a former member of the New York Stock Exchange, was a diversified company providing commercial loans, consumer lending, residential and commercial restoration, facility maintenance services, insurance adjusting services, construction management services and a facilities and restoration franchise business. In early 2008, following a managerial restructuring, he was appointed “acting CFO” and designated corporate officer for SEC interface. From November 2006 to April 2007, Mr. Alexander was acting chief financial officer of Air Rutter International, LLC and Airspace, LLC located in Long Beach, California.  Air Rutter and Airspace were engaged in the business of private jet charter and aircraft management. From November 2005 to March 2006, Mr. Alexander was acting chief financial officer for Jet First, Inc. located in West Palm Beach, Florida.  Jet First was a private jet charter company.

 

In December 1977, Mr. Alexander earned a Bachelor of Business Administration (Accounting) degree from Florida Atlantic University, Boca Raton, FL. He owned and operated a successful CPA practice from April 1982 through December 2006. Throughout his career, he has served as a member and chair of numerous charitable organizations to help provide needed services in his local community.

 

Mr. Michael S. Alexander, Vice President of Corporate Finance of The Radiant Creations Group, began his career as Manager of Treasure Coast Private Equity, with a focus on technology and the development of start-up companies with patented or prototype products. He participated in equity market trading, including small cap, micro-cap and options, and assisted with the acquisition and advancement of existing technologies. During his time there he was invited to become a Board Member for Greenwood Gold Mining, a small public company.  In December, 2011, Mr. Alexander became the CEO and President of Technology River Investments the predecessor to Treasure Coast Private Equity where Mr. Alexander was incremental in the acquisition and management of numerous portfolio investments on behalf of Technology River. Currently, Mr. Alexander serves as the VP of Corporate Finance at The Renewable Corporation (RNWB).  Mr. Alexander is a graduate of the University of North Florida, and holds a Bachelor of Science degree in Business Administration (Finance). He has been an active volunteer with a number of local philanthropic organizations, including The United Way of Martin County in Stuart, Florida.

 

 

Involvement in Certain Legal Proceedings

 

During the past five years no director or executive officer of the company (i) has been involved as a general partner or executive officer of any business which has filed a bankruptcy petition; (ii) has been convicted in any criminal proceeding nor is subject to any pending criminal proceeding; (iii) has been subjected to any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (iv) has been found by a court, the Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law.

 

Family Relationships

 

Neither Mr. Smith, nor Mr. Singh Thaper, nor Mr. Gary Alexander nor Mr. Michael Alexander have a family relationship with any of the previous officers or directors of the Company.  Mr. Gary R. Smith directly owns fifty percent, Mr. Gary D. Alexander owns twenty five percent, Mr. Michael S. Alexander owns twenty five percent and Mr. Manpreet Singh Thaper has no direct or indirect financial interest in Biodynamic Molecular Technologies, LLC, the majority shareholder of the Company.

 

Entry into a Material Definitive Agreement

 

On June 27, 2013, The Radiant Creations Group, Inc. (the “Company”) entered into an Asset Purchase Agreement with The Renewable Corporation, a Washington corporation and its wholly owned subsidiary Renewable Bioscience Technologies, Inc., a Florida corporation to purchase their license, certain assets and processes to innovative technologies in skin protection from the sun, industrial UV sources (such as welding), and reducing collateral damage from medical radiation treatment which consists of various patented skin products generally under the "Radiant Creations" label for One Million Two Hundred Twenty Five Thousand ($1,225,000) US Dollars payable with 6,805,556 newly issued shares of the Company based on the seven (7) day average closing price of Sellers’s common shares from Tuesday the 18th day of June to Wednesday the 26th day of June, 2013 with a fifteen (15%) discount.  

 

On July 10, 2013 the Original Agreement was amended to whereby the purchase price was reduced to One Million Thirty Thousand ($1,030,000) US Dollars payable with 7,545,788 newly issued shares of the Company based on the seven (7) day average closing price of Sellers’s common shares from Monday the 17th day of June to Tuesday the 25th day of June, 2013 with a thirty five (35%) percent discount.

 

The license purchased is with Dr. Yin-Xiong Li, MD, Ph.D. to his patent in Enhanced Broad-Spectrum UV Radiation Filters and Methods as disclosed and claimed in U.S. Patent No. US Patent # 6,117,846 - Nucleic acid filters and US Patent Application # 20080233626 - Enhanced broad-spectrum UV radiation filters and methods, and the following international filings European Application # 07811023.6, and Australian Application # 2007281485 and as trade secrets associate with the above listed intellectual property and trade secrets and potential patent applications for an anti-aging skin rejuvenation cream, an acne OTC treatment, a wrinkle reduction cream, BioSalt redistribution technology using supplements.  The License Agreement, as of June 25, 2013 has added an addendum to it allowing Renewable to transfer the license agreement to The Radiant Creations Group.

 

The various patented skin products acquired include all the patented technologies that strips out the four nucleotide code molecules from DNA strands and uses them in a system that can provide up to 99% protection from DNA damage, which is the cause of aging and skin cancer. A second technology is the delivery system to house the nucleotides, and also, a hydration agent that is time released to infuse uniform hydration into the skin for up to 10 hours.  The resulting products are a DNA based SPF-30 day cream; an anti-aging and rejuvenating night cream featuring the hydration system, Chinese herbs, and aloe; a medical radiation protection and healing cream for use by dermatologists in radiation therapy for skin cancer and a rejuvenating DNA protection cream for the tanning bed industry for DNA damage protection.

 

Amendment to Articles of Incorporation

 

On July 16, 2013, the Company changed its name officially to The Radiant Creations Group, Inc. by filing a Certificate of Amendment to its Articles of Incorporation, pursuant to Nevada Revised Statutes 78.385 and 78.390 with the office of the Secretary of State for the State of Nevada.

 

14

 

Other Regulatory Disclosure (FINRA)

 

On July 24, 2013, the Company received confirmation from FINRA that effective at the opening of business on Friday, July 26, 2013, we will be trading as The Radiant Creations Group, Inc. under the symbol OTCBB: RCGP.

 

Concurrently with the change of our President, we moved our principal executive offices to:

1313 South Killian Drive, Suite B

Lake Park, FL 33403

 

Subsequently, we moved our principal executive offices to:

Harbour Executive Center

2401 PGA Boulevard, Suite 2401-B

Palm Beach Gardens, FL 33410

 

Our new telephone number is: (561) 420-0380

 

This location is the office of our new President, Mr. Gary R. Smith.

 

Plan of Operation

In February 2009, we engaged Consulting Geologist, D. Bain, B.Sc., P.Geo. of DUNCAN BAIN CONSULTING LTD. (“BAIN”), to select an area in Saskatchewan considered favorable for hosting diamondiferous kimberlite pipes. That site was staked by the Mr. Bain and registered with the province of Saskatchewan on March 18, 2009.

 

Duncan J. Bain, P.Geo. is an independent Qualified Person in accordance with Canadian securities National Instrument 43-101 and as defined in the CIM (Canadian Institute of Mining and Metallurgy) Standards on Mineral Resources and Reserves.

 

The Bittern Lake Project (“Claim”) consists of one claim of 256 hectares. This claim was registered on March 18, 2009 in the name of Duncan Bain, 49 Midale Crescent, London, Ontario, Canada N5X 3C2. Title to the Claim was subsequently transferred to Nova in April 2009.

 

The Claim is located in the east-central part of the province of Saskatchewan, in the NW corner of N.T.S. map sheet 73H/13, centered at Latitude 53o 59' North, Longitude 105o 53' West and UTM co-ordinates 5983000 N, 442000 E, Zone 13, using NAD 27 datum. The Claim covers an area of 256 hectares.

 

The Claim is located within the surveyed (southern) portion of Saskatchewan and is described in terms of legal sections and subdivisions.  To maintain the property in good standing, Saskatchewan Energy and Resources (SER) require proof of exploration expenditures, or cash payment in lieu, of $12 per hectare per year (after the first year). These assessment requirements amount to approximately $3,200 for the property.  On March 31, 2011, the Company paid the assessment to Saskatchewan Energy and Resources in lieu of work filed.

 

On March 29, 2011 the Company re-engaged the services of BAIN to direct a Phase 1 Exploration Program on the Claim.  The Company has agreed to pay to BAIN approximately $20,000 for the exploration and subsequent report. The Company anticipates the Phase 1 report will include positive findings and form the basis for further exploration of the Claim.

 

On February 15, 2012 we, entered into an option agreement with Natural Resources Recovery Guyana (NRRG), an affiliated company of CFG, LLC. NRRG is in the business of gold, diamond, and timber harvesting. The option agreement is for a period of sixty (60) days beginning from the date of the agreement. The Radiant Creations Group Corp. paid $5,000 for this option right. The assets for placement are five (5) concessions of gold, diamond, and timber harvesting interest which equates to 6,000 acres of land with the licenses and permits rights in the country of Guyana.

 

On June 20, 2013, following a change of control and subsequent acquisition of an exclusive license agreement, certain assets and processes to innovative technologies in skin protection and enhancement, which consist of various proprietary products including an anti-aging and revitalizing skin cream generally under the "Radiant Creations" label, the Company changed its principal business to the development and marketing of unique and proprietary scientific technologies and cosmetic and over-the-counter personal enhancement products and devices. 

 

15

 

As of November 30, 2013, we had cash assets of $40,890 and a working capital deficit of $(845,281) and an accumulated deficit of $(2,230,150). As such, we anticipate that we will require substantial financing in the near ture in order to meet our current obligations and to continue our operations. In addition, in the event that we are successful in identifying suitable alternative business opportunities, of which there is no assurance, we anticipate that we will need to obtain additional financing in order to pursue those opportunities.

 

Currently, we do not have any financing arrangements in place and there are no assurances that we will be able to obtain sufficient financing on terms acceptable to us, if at all. Due to the lack of our operating history and our present inability to generate significant revenues, our auditors have stated in their audit report included in our audited financial statements for the year ended February 28, 2013 that there currently exists substantial doubt about our ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount 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. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

 

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operation.

 

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.

 

Financing Requirements

 

From December 29, 2005 (Inception) to November 30, 2013, we have suffered cumulative losses of $(2,230,150). We expect to continue to incur substantial losses as we continue the growth of our business. Since our inception, we have funded operations through common stock issuances, related party loans, and the support of creditors in order to meet our strategic objectives.

 

Our management believes that sufficient funding will be available to meet our business objectives, including anticipated cash needs for working capital, and are currently evaluating several financing options, including a public offering of securities. However, we do not have any financing arrangements currently in place and there can be no assurance that we will be able to obtain sufficient financing when needed. As a result of the foregoing, our independent auditors believe that substantial doubt exists about our ability to continue as a going concern.

 

There is no assurance that we will be able to obtain additional financing if and when required. We anticipate that additional financing may come in the form of sales of additional shares of our common stock which may result in dilution to our current shareholders.

 

Going Concern Qualification

 

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern.  The Company has incurred net losses of $(2,230,150) for the period from December 29, 2005 to November 30, 2013, we ve revenues of $102,987 (from August 26 through November 30, 2013), and require additional financing in order to finance our business activities on an ongoing basis.  The Company’s future capital requirements will depend on numerous factors including, but not limited to, executing the company’s marketing and business plans and the pursuit of other business opportunities. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained.  In the interim, shareholders of the Company have committed to meeting its operating expenses.  Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide them with the opportunity to continue as a going concern. 

 

16

 

At November 30, 2013, we had $40,890 in cash assets, $1,466,743 in liabilities, and an accumulated deficit of $(2,230,150).  See “Liquidity and Capital Resources.”

Liquidity and Capital Resources

 

It is the intent of our management, stockholders, and specifically the majority Shareholder, BioDynamic Molecular Technologies, LLC and our Chief Executive Officer, Gary R. Smith, our Chief Financial Officer, Gary D. Alexander and Our Chief Operating Officer, Manpreet Singh Thaper to provide sufficient working capital necessary to support and preserve the integrity of our Company as a corporate entity.  However, there is no legal obligation for either the majority Shareholder(s) or Officer(s) to provide additional future funding. If our management ceases to provide us the needed financing and we fail to identify any alternative sources of funding, there will be substantial doubt about our ability to continue as a “going concern”.

 

We have no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities.  As a result, there can be no assurance that sufficient funds will be available to us to enable us to pay the expenses related to such activities.

 

Regardless of whether or not our cash assets prove to be adequate to meet our operational needs, we may have to compensate providers of services by issuances of our common stock in lieu of cash.

 

At November 30, 2013, we had $40,890 in cash assets $1,466,743 in liabilities, and an accumulated deficit of $(2,230,150). Our primary source of liquidity has been from loans from a majority shareholder(s) and loans from outside parties.  As of November 30, 2013, the Company owed $1,328,038 in notes and debentures (including accrued interest) and $86,500 in advances, loaned to the company.

  

Net cash used in operating activities was $(203,066) during the quarter ended November 30, 2013.  

 

Net cash used in investing activities was $(9,255) during the quarter ended November 30, 2013.

 

Net cash provided by financing activities was $443,622 during the quarter ended November 30, 2013.  

 

Our expenses to date are largely due to professional fees that include accounting and legal fees.

To date, we have revenues of $102,987 (from August 26 through November 30, 2013) and require additional financing in order to finance our business activities on an ongoing basis.  Our future capital requirements will depend on numerous factors, including, but not limited to, executing our marketing and business plans and the ability to pursue other business opportunities. We are actively pursuing alternative financing and have had discussions with various third parties, although no firm commitments have been obtained to date.  In the interim, shareholders of the Company have agreed to meet our operating expenses.  We believe that actions presently being taken to revise our operating and financial requirements provide the Company with the opportunity to continue as a “going concern,” although no assurances can be given. 

Net Loss from Operations

 

The Company had a net loss of $(2,230,150) for the period from inception through November 30, 2013. The Company had a net loss of $(1,226,213) for the nine months ended November 30, 2013 as compared to a net loss of $(387,558) for the nine months ended November 30, 2012.

17

 

Cash Flow

 

Our primary source of liquidity has been cash from shareholder loans, loans from outside parties and advances.

  

Working Capital

 

As of November 30, 2013, the Company had total current assets of $521,462 and total current liabilities of $1,366,743 resulting in working capital deficit of $(845,281) for the nine month period. As of November 30, 2012, the Company had total current assets of $951 and total current liabilities of $792,951, resulting in working capital deficit of $(792,000) for the previous nine month period.

 

Lack of Revenues

We have had limited operations since our inception on December 29, 2005 to November 30, 2013.  We have generated revenues of $102,987 beginning on August 26, 2013.  As of November 30, 2013, we have an accumulated deficit of $2,230,150. Our financial statements contain an additional explanatory paragraph in Note 1, which identifies issues that raise substantial doubt about our ability to continue as a going concern.  Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.

  

Net Loss

 

We incurred a net loss of $158,914 for the three months ended November 30, 2013, compared to a net loss of $128,355 for the three months ended November 30, 2012.  For the nine months ended November 30, 2013, we incurred a net loss of $1,226,213, compared to a net loss of $387,558 for the nine month period ending November 30, 2012. From inception on December 29, 2005 to November 30, 2013, we have incurred a net loss of $2,230,150.  Our basic and diluted loss per share was $(0.00) for the three months ended November 30, 2013, and $(0.00) for the three months ended November 30, 2012. 

 

Operating and Administration Expenses

 

Operating expenses increased by $396,581 from $337,560 for the nine months ended November 30, 2012, to $734,741 for the nine months ended November 30, 2013.  Operating expenses for the nine months comparison primarily consist of office administration, professional and regulatory compliance, investor relations and marketing and advertising.

 

Other Expenses 

Other expenses increased by $499,907 from $49,998 for the nine months ended November 30, 2012, to $549,905 for the nine months ended November 30, 2013.  Other expenses for the nine month comparison primarily consist of interest expense, mark to market changes in derivatives, and write-off of certain acquisition costs.

 

 

18

 

Common and Preferred Stock

 

We are authorized by our Amended and Restated Articles of Incorporation and our Additional Articles of Incorporation to issue an aggregate of 200,000,000 shares of capital stock, of which 100,000,000 are shares of mmon stock, par value $0.00001 per share (the “Common Stock”) and 100,000,000 are shares of preferred stock (the “Preferred Stock”), par value $0.00001 per share.  As of November 30, 2013, 47,951,560 shares of Common Stock were issued and outstanding and there were 55 shareholders of our Common Stock and 0 shares of Preferred Stock were issued and outstanding.

 

On October 27, 2011 the Company declared a stock dividend of five common shares for each common share on record. The total number of shares to be distributed is 24,000,000. Since the total number of shares to be issued exceed 25% of the common shares outstanding, the transaction is recorded as a stock split and offset to additional paid in capital at par value and the effect of the issuance is applied retroactively to all periods presented.

 

All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by our Board of Directors out of funds legally available. In the event of liquidation, the holders of our Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights. We have not paid any dividends to date, and have no plans to do so in the near future.

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not Applicable.

 

19

 

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

For purposes of this Item 4., the term disclosure controls and procedures means controls and other procedures of the Company (i) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (15 U.S.C. 78a  et seq. and hereinafter the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii)  include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures do not comply with the requirements in (i) and (ii) above and is not effective.  

 

On November 30, 2013, our President, Gary R. Smith, has reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of the end of the period covered by the report and has concluded that (i) the Company’s disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission, and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  

 

The material weakness identified relates to the lack of proper segregation of duties. The Company believes that the lack of proper segregation of duties is due to the Company’s limited resources.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the third fiscal quarter ended November 30, 2013 as covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Inherent Limitations on Effectiveness of Controls

 

The Company's management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. 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. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or 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 simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 

ITEM 1. Legal Proceedings

 

None.

20

 

PART II - OTHER INFORMATION

 

ITEM 1A. Risk Factors

 

The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

 

WE HAVE LIMITED BUSINESS OPERATIONS AND ONE PRODUCT AVAILABLE FOR SALE. WE HAVE NOT IDENTIFIED ANY ALTERNATIVE BUSINESS OPPORTUNITIES. OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS WILL CONSIST OF EXECUTING OUR MARKETING AND BUSINESS PLANS AND RESEARCHING NEW OPPORTUNITIES.

 

Our assets consists of an exclusive license purchased from Dr. Yin-Xiong Li, MD, Ph.D. to his patent in Enhanced Broad-Spectrum UV Radiation Filters and Methods as disclosed and claimed in U.S. Patent No. US Patent # 6,117,846 - Nucleic acid filters and US Patent Application # 20080233626 - Enhanced broad-spectrum UV radiation filters and methods, and the following international filings European Application # 07811023.6, and Australian Application # 2007281485 and as trade secrets associate with the above listed intellectual property and trade secrets and potential patent applications for an anti-aging skin rejuvenation cream, an acne OTC treatment, a wrinkle reduction cream, BioSalt redistribution technology using supplements.  The License Agreement, as of June 25, 2013 has added an addendum to it allowing Renewable to transfer the license agreement to The Radiant Creations Group.

 

In the event the Company is unable to maintain compliance with the terms of the exclusive license agreement the grantor could elect to limit or terminate the agreement which would have a material impact on our financial condition.

 

We May Not be Able to Obtain Additional Financing

 

As of February 28, 2013, we had cash on hand of $8,583 and a working capital deficit of $(870,887).

 

As of November 30, 2013, we had cash on hand of $40,890 and a working capital deficit of $(845,281).

 

Currently, our ability to obtain additional financing may be substantially limited. If sufficient financing is not available or obtainable as and when needed, we may not be able to continue as a going concern and investors may lose a substantial portion or all of their investment. We currently do not have any financing arrangements in place and there are no assurances that we will be able to acquire financing on acceptable terms or at all.

 

We Have Limited Officers and Directors

 

Because management consists of only three persons, Gary R. Smith, President and CEO, Gary D. Alexander, CFO and Corporate Secretary and Manpreet Singh Thaper, COO will be the only individuals responsible in conducting the day-to-day operations of the Company.  We do not benefit from having access to multiple judgments that a greater number of directors or officers would provide, and we will rely completely on the judgment of our three officers when selecting a target products to market.  Mr. Smith, Mr. Alexander and Mr. Singh Thaper anticipate devoting only a limited amount of time per month to the business of the Company.  Mr. Smith, Mr. Alexander and Mr. Singh Thaper all anticipate executing written employment agreements with the Company in the near future, however we do not anticipate obtaining key man life insurance on  Mr. Smith, Mr. Alexander or Mr. Singh Thaper. The loss of the services of  Mr. Smith, Mr. Alexander or Mr. Singh Thaper would adversely affect development of our business and our likelihood of continuing operations.

 

We Depend on Management and Management's Participation is Limited

 

We will be entirely dependent upon the experience of our officers and directors in seeking, investigating, and acquiring new business opportunities and in making decisions regarding our operations.  It is possible that, from time to time, the inability of such persons to devote their full time attention to the Company will cause the Company to lose an opportunity.

 

21

 

We May Conduct Further Offerings in the Future in Which Case Investors' Shareholdings' will be Diluted

 

We may conduct equity offerings in the future to finance any future business projects that we decide to undertake. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. If we issue additional stock, investors' percentage interest in us will be diluted. The result of this could reduce the value of their stock.

 

Because Our Stock is a Penny Stock, Shareholder will be More Limited in Their Ability to Sell Their Stock

 

The shares of our common stock constitute "penny stocks" under the Exchange Act. The shares will remain classified as a penny stock for the foreseeable future. The classification as a penny stock makes it more difficult for a broker/dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker/dealer engaged by the purchaser for the purpose of selling his or her shares will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather than having to comply with these rules, some broker-dealers will refuse to attempt to sell a penny stock.

 

The "penny stock" rules adopted by the SEC under the Exchange Act subjects the sale of the shares of our common stock to certain regulations which impose sales practice requirements on broker/dealers. For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities.

Legal remedies, which may be available to an investor in "penny stocks," are as follows:

 

(a) if "penny stock" is sold to an investor in violation of his or her rights listed above, or other federal or states securities laws, the investor may be able to cancel his or her purchase and get his or her money back.

 

(b) if the stocks are sold in a fraudulent manner, the investor may be able to sue the persons and firms that caused the fraud for damages.

 

(c) if the investor has signed an arbitration agreement, however, he or she may have to pursue his or her claim through arbitration.

 

If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the SEC's rules may limit the number of potential purchasers of the shares of our common stock.

 

ITEM 2. Unregistered Sale of Equity Securities and Use of Proceeds

 

None.

 

ITEM 3. Defaults on Senior Securities

 

None.

 

ITEM 4. Mining Safety Disclosure

 

Not Applicable.

 

ITEM 5. Other Information

 

None.

 

22

 

ITEM 6. Exhibits

 

EXHIBIT 31	Section 302 Certification of Chief Executive Officer and Chief Financial Officer
EXHIBIT 32	Section 906 Certification of Chief Executive Officer and Chief Financial Officer

 

 

 

 

 

 

 

 

 

23

SIGNATURES

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

 

 

THE RADIANT CREATIONS GROUP, INC.

 

 

Dated:  January 21, 2014	By: /s/ Gary R. Smith Gary R. Smith, Chief Executive Officer
Dated:  January 21, 2014	By: /s/ Gary D. Alexander Gary D. Alexander, Chief Financial Officer

 

 

 

 

 

24