Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - eWELLNESS HEALTHCARE Corp | Financial_Report.xls |
| EX-32.1 - EXHIBIT 32.1 - eWELLNESS HEALTHCARE Corp | ex32-1.htm |
| EX-31.2 - EXHIBIT 31.2 - eWELLNESS HEALTHCARE Corp | ex31-2.htm |
| EX-32.2 - EXHIBIT 32.2 - eWELLNESS HEALTHCARE Corp | ex32-2.htm |
| EX-31.1 - EXHIBIT 31.1 - eWELLNESS HEALTHCARE Corp | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-181440
DIGNYTE, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 26-1607874 | |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
| 605 W Knox Rd., Suite 202, Tempe AZ | 85284 | |
| (Address of principal executive offices) | (Zip Code) |
(480) 588-3337
(Registrant’s telephone number, including area code)
Copies of Communications to:
Laura Anthony, Esq.
Legal & Compliance, LLC
330 Clematis Street, Suite 217
West Palm Beach, FL 33401
(561) 514-0936
Fax (561) 514-0832
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]
Indicate by check mark whether the issuer (1) 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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 [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter is $0.00.
The number of shares of Common Stock, $0.001 par value, outstanding on March 5, 2014 is 10,897,000 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None
Dignyte, Inc.
Form 10-K
For the Year Ended December 31, 2013
Table of Contents
| - 2 - |
FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made.
Throughout this Annual Report references to “we”, “our”, “us”, “Dignyte’s”, “the Company”, and similar terms refer to Dignyte, Inc.
Business Development
We were incorporated in the State of Nevada on April 7, 2011, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. We have been in the developmental stage since inception and have no operations to date. We are defined as a “shell” company as defined in Rule12b-2 of the Exchange Act, whose sole purpose at this time is to locate and consummate a merger, acquisition or joint venture with an entity.
We were formed by Andreas A. McRobbie-Johnson, our initial director. Mr. McRobbie-Johnson serves as our Chief Executive Officer, President and sole Director. On April 13, 2012, Donna S. Moore was appointed as our corporate Secretary, Treasurer and CFO.
In November 2011, our board of directors and shareholders approved a four for one (4:1) forward stock split and an increase in our authorized capital to 100 million shares of common stock and 10 million shares of blank check preferred stock. In accordance therewith, on November 10, 2011, we filed a Certificate of Amendment to our Articles of Incorporation.
On September 14, 2012, our Registration Statement on Form S-1 for our initial public offering of our common stock was declared effective by the Securities and Exchange Commission (the “SEC”).
The Company filed a Form 8-K indicating that a non-binding Share Exchange Letter of Intent (“LOI”) had been executed on November 12, 2013 with eWellness Corporation, a Nevada corporation that developed a unique telemedicine platform that provides Distance Monitored Physical Therapy Programs to pre-diabetic, cardiac and health challenged patients, through contracted physician practices and healthcare systems. The LOI, as amended, contemplates signing a definitive agreement on or before March 31, 2014, the filing of a proxy statement seeking shareholder approval of the transaction and completion of a $600,000 private placement to accredited investors. If approved by the Company’s shareholders and the private offering is completed, the share exchange is expected to be effective in the first quarter of 2014.
The proposed business activities described herein classify us as a “blank check” company. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their prospective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities until such time as we have successfully implemented our business plan described herein.
Employees
We are currently in the development stage. During this development period, we plan to rely exclusively on the service of our officers and director to establish business operations and perform or supervise the minimal service required at this time. We believe that our operations are currently on a small scale and manageable by us. There are no full or part-time employees other than our President and CEO, Andreas A. McRobbie-Johnson and our Secretary/Treasurer and CFO, Donna Moore, whose responsibilities are mainly administrative at this time, as our operations are minimal. We believe we have good working relationships with our employees. We are currently not a party to any collective bargaining agreements.
| - 3 - |
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
As of the date of the filing of this Annual Report on Form 10-K, we do not have any unresolved Securities and Exchange Commission comments.
We do not own or lease property or lease office space. Our office space is provided to us at no charge by an entity owned and controlled by the father of our CEO and director. Our operations and corporate offices are located at 605 W. Knox Rd., Suite 202, Tempe, AZ 85284, with a telephone number of (480) 588-3337.
We are not a party to any litigation, however, from time to time we may become a party to litigation matters involving claims against us. Management believes that there are no current matters that would have a material effect on our financial position or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information. As of March 5, 2014, our Common Stock is not trading on any public trading market or stock exchange. No assurance can be given that any market for our Common Stock will ever develop.
Holders. As of March 5, 2014, we had 10,897,000 shares of $0.001 par value common stock issued and outstanding held by fifty-two (52) shareholders of record. There are no outstanding options or warrants to purchase, or other instruments convertible into, our common equity.
Dividend Policy. We have neither declared nor paid any cash dividends on either preferred or common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business and do not anticipate paying any cash dividends on our preferred or common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including its financial condition, results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the Board of Directors considers relevant.
Recent Sales of Unregistered Securities
None.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
| - 4 - |
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this annual report. References in the following discussion and throughout this annual report to “we”, “our”, “us”, “the Company”, and similar terms refer to Dignyte, Inc. unless otherwise expressly stated or the context otherwise requires. This discussion contains forward-looking statements that involve risks and uncertainties. Dignyte’s actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included elsewhere in this filing.
OVERVIEW AND OUTLOOK
Background
We were incorporated in the State of Nevada on April 7, 2011, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. We have been in the developmental stage since inception and have no operations to date. We can be defined as a “shell” company, whose sole purpose at this time is to locate and consummate a merger, acquisition or joint venture with an entity.
We were formed by Andreas A. McRobbie-Johnson, our initial director. Mr. McRobbie-Johnson serves as Chief Executive Officer and our sole Director. On April 13, 2012, Donna S. Moore was appointed as our corporate Secretary, Treasurer, Chief Financial Officer and Chief Accounting Officer.
In November 2011, our board of directors and shareholders approved a four for one (4:1) forward stock split and an increase in our authorized capital to 100 million shares of common stock and 10 million shares of blank check preferred stock. In accordance therewith, on November 10, 2011, we filed a Certificate of Amendment to our Articles of Incorporation.
On September 14, 2012, our Registration Statement on Form S-1 for our initial public offering of our common stock was declared effective by the Securities and Exchange Commission (the “SEC”).
The Company filed a Form 8-K indicating that a non-binding Share Exchange Letter of Intent (“LOI”) had been executed on November 12, 2013 with eWellness Corporation, a Nevada corporation that developed a unique telemedicine platform that provides Distance Monitored Physical Therapy Programs to pre-diabetic, cardiac and health challenged patients, through contracted physician practices and healthcare systems. The LOI, as amended, contemplates signing a definitive agreement on or before March 31, 2014, the filing of a proxy statement seeking shareholder approval of the transaction and completion of a $600,000 private placement to accredited investors. If approved by the Company’s shareholders and the private offering is completed, the share exchange is expected to be effective in the first quarter of 2014.
As shown in the financial statements accompanying this Quarterly Report, the Company has had no revenues to date and has incurred only losses since its inception. The Company has had no operations and has been issued a “going concern” opinion from our auditors, based upon the Company’s reliance upon the sale of our common stock as the sole source of funds for our future operations.
The proposed business activities described herein classify us as a “blank check” company. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their prospective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities until such time as we have successfully implemented our business plan described herein.
Results of Operations
The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this Annual Report.
Revenues
We have had no revenues in the fiscal years ended December 31, 2013 and 2012 or since our inception on April 7, 2011.
Operating Expenses
Operating expenses during the year ended December 31, 2013 totaled $23,681 compared to $26,045 for the same period in 2012. The decrease was primarily a result of lower professional fees stemming from our regulatory reporting obligations, partially offset by an increase in general and administrative expenses.
| - 5 - |
Net Loss
Net loss during the year ended December 31, 2013 totaled $26,350 compared to $26,107 for the same period in 2012. The changes in the net loss are a result of the changes in the operating expenses as discussed above and related party interest expense.
Liquidity and Capital Resources
The Company had $100 cash as of December 31, 2013 and $0 as of December 31, 2012. The Company had $62,761 and $26,000 of restricted cash as of December 31, 2013 and December 31, 2012, respectively.
Net cash used in operating activities during the year ended December 31, 2013 was $6,839 compared to $0 for the same period of 2012. Net cash provided by financing activities during the year ended December 31, 2013, was $6,939 compared to $0 for the same period in 2012 primarily as a result of an increase in the proceeds from issuance of our common stock, partially offset by restricted cash pursuant to the terms of our Registration Statement on Form S-1.
We had not yet earned any revenues and are a shell company with no current or short term planned operations. As a result, our current cash position is not sufficient to fund our cash requirements during the next twelve months including operations and capital expenditures.
We had assets at December 31, 2013 of $62,861. We will be reliant upon shareholder loans, private placements or public offerings of equity to fund any kind of operations. We have secured no sources of loans.
Off-Balance Sheet Arrangements
There are no 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 investors.
CRITICAL ACCOUNTING POLICIES
Our significant accounting policies are disclosed in Note 2 of our Financial Statements included elsewhere in this Annual Report on Form 10-K.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8: CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Financial Statement Schedules appearing on pages F-1 through F-10 of this Form 10-K.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A: CONTROLS AND PROCEDURES
Our management, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures as of the end of the period covered by the Annual Report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
| - 6 - |
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for the preparation of our financial statements and related information. Management uses its best judgment to ensure that the financial statements present fairly, in material respects, our financial position and results of operations in conformity with generally accepted accounting principles.
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Securities Exchange Act of 1934. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls including the possibility of human error and overriding of controls. Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.
Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention of or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
Under the supervision of management, including our Chief Executive Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission published in 1992 and subsequent guidance prepared by the Commission specifically for smaller public companies. Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2013.
Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent all error 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. Due to 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 our Company have been detected.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Security and Exchange Commission that permit us to provide only management’s report in this Annual Report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation of our controls performed during the quarter ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
None.
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Identification of Directors and Executive Officers
Our executive officers and directors and their respective ages, positions and biographical information are set forth below.
| Name | Age | Positions Held | ||
| Andreas McRobbie-Johnson | 20 | Chief Executive Officer, President and Director | ||
| Donna S Moore | 68 | Chief Financial Officer and Chief Accounting Officer |
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. None of our directors received compensation for service on our Board of Directors and any committee thereof. Our Board of Directors appoints officers annually and each Executive Officer serves at the discretion of our Board of Directors.
| - 7 - |
Andreas McRobbie-Johnson
Mr. McRobbie-Johnson has been our Chief Executive Officer, President and our sole director since April 2011 and was our Chief Financial Officer from April 2011 until April 2012. Mr. McRobbie-Johnson is a student at Northern Arizona University in Flagstaff, AZ, currently enrolled in the business degree program. Mr. McRobbie-Johnson has always had a keen interest in business and has been working over the past year with his father, a principal of a boutique private-equity firm.
Donna S. Moore
Ms. Moore has been our Chief Financial Officer and Chief Accounting Officer since April 2012. From 2010 to present, Ms. Moore has been serving as Chief Financial Officer for Summit Capital USA, Inc. in Tempe, AZ. In addition, from March 2011 to September 2012, Ms. Moore served as Chief Financial Officer for Elevate, Inc. in San Clemente, CA; from September 2010 to January 2011 and from October 2011 to August 2012 Ms. Moore served as Chief Financial Officer of Voice Assist, Inc. in Lake Forest, CA; and from May 2011 to August 2011, Ms. Moore served as Chief Financial Officer of Oraco Resources in Tempe, AZ. Between 2008 and 2010, Ms. Moore served as part time Controller for Skye International, Inc. in Scottsdale, AZ. Prior to Skye International, Ms. Moore was the Controller for Monarch Brass & Copper Corp., in Waterbury, CT from 1984 through 2007. Ms. Moore is a business financial professional with over 29 years of hands-on business experience. Ms. Moore has held positions as chief financial officer, controller and secretary/treasurer of both public and private corporations. Her experience includes general accounting, financial reporting, systems implementation/management, treasury functions, and cost accounting. Ms. Moore specializes in executing uniform financial controls so as to improve productivity, reduce costs, and maximize profitability. Ms. Moore holds a Bachelor of Science degree in Business Management and an MBA in finance and accounting from Brigham Young University.
Committees of our Board of Directors
Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.
The Board does not have standing audit, compensation or nominating committees. The Board does not believe that audit, compensation or nominating committees are necessary based on the size of our company, the current levels of compensation to corporate officers and the beneficial ownership by one shareholder of more than 91% of our outstanding common stock. The Board will consider establishing audit, compensation and nominating committees at the appropriate time.
The entire Board of Directors participates in the consideration of compensation issues and of director nominees. Candidates for director nominees are reviewed in the context of the current composition of the Board and the Company’s operating requirements and the long-term interests of its stockholders. In conducting this assessment, the Board of Directors considers skills, diversity, age, and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability.
The Board’s process for identifying and evaluating nominees for director, including nominees recommended by stockholders, will involve compiling names of potentially eligible candidates, conducting background and reference checks, conducting interviews with the candidate and others (as schedules permit), meeting to consider and approve the final candidates and, as appropriate, preparing an analysis with regard to particular recommended candidates.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Since none of our securities have been registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, our officers and directors and persons who own more than 10% of our common stock are not required to file Section 16(a) beneficial ownership reports.
| - 8 - |
ITEM 11: EXECUTIVE COMPENSATION
The following table sets forth certain compensation information for: (i) the person who served as the Chief Executive Officer, President and Director of the Company during the fiscal year ended December 31, 2013, regardless of the compensation level, and (ii) each of our other executive officers, serving as an executive officer at any time during the fiscal year ended December 31, 2013 and whose total annual salary and bonus earned during our fiscal years ended December 31, 2013 and 2012 exceeded $100,000.
| Summary Compensation Table | ||||||||||||||||||||||||||||||||
| Annual Compensation | Long-Term Compensation | |||||||||||||||||||||||||||||||
| Name
and Principal Position | Year | Salary ($) | Bonus ($) | Other
Annual Compensation ($) | Restricted Stock Awards ($) | Securities Underlying Options (#) | LTIP Payouts ($) | All
Other Compensation ($) | ||||||||||||||||||||||||
| Andreas McRobbie-Johnson | 2013 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| 2012 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
Director’s Compensation
Our director is not entitled to receive compensation for service rendered to us or for each meeting attended except for reimbursement of out-of-pocket expenses. There are no formal or informal arrangements or agreements to compensate directors for service provided as a director.
Employment Contracts and Executive Compensation
Since our incorporation on April 7, 2011, we have not paid any compensation to any officer, director or employee. There are no employment agreements. Any future compensation to be paid will be determined by the Board of Directors, and, as appropriate, an employment agreement will be executed. We do not currently have plans to pay any compensation until such time as the Company maintains a positive cash flow.
Outstanding Equity Awards at Fiscal Year-End
The following tables set forth, for each person listed in the Summary Compensation Table set forth above, as of December 31, 2013:
With respect to each option award -
| ● | the number of shares of our common stock issuable upon exercise of outstanding options that have been earned, separately identified by those exercisable and unexercisable; | |
| ● | the number of shares of our common stock issuable upon exercise of outstanding options that have not been earned; | |
| ● | the exercise price of such option; and | |
| ● | the expiration date of such option; and | |
| ● | with respect to each stock award - | |
| ● | the number of shares of our common stock that have been earned but have not vested; | |
| ● | the market value of the shares of our common stock that have been earned but have not vested; | |
| ● | the total number of shares of our common stock awarded under any equity incentive plan that have not vested and have not been earned; and | |
| ● | the aggregate market or pay-out value of our common stock awarded under any equity incentive plan that have not vested and have not been earned. |
| - 9 - |
Option Awards and Warrant Awards
| Name | Number
of Securities Underlying Unexercised Options Exercisable | Number
of Securities Underlying Unexercised Options Unexercisable | Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Weighted Average Exercise Price | Expiration Date | |||||||||||||
| Andreas McRobbie-Johnson | 0 | 0 | 0 | $ | - | |||||||||||||
Stock Awards
| Equity Incentive | ||||||||||||||||
| Plan Awards: | ||||||||||||||||
| Number | Market or | |||||||||||||||
| Number of | Market Value | of Unearned | Pay-Out Value of | |||||||||||||
| Shares That | of Shares That | Shares That | Unearned Shares | |||||||||||||
| Name | Have Not Vested | Have Not Vested | Have Not Vested | Have Not Vested | ||||||||||||
| Andreas McRobbie-Johnson | 0 | $ | - | 0 | $ | - | ||||||||||
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following tables set forth certain information, as of March 5, 2014 with respect to the beneficial ownership of our outstanding common stock and preferred stock by (i) any holder of more than five percent, (ii) each of our executive officers and directors, and (iii) our directors and executive officers as a group.
Unless otherwise indicated, the business address of each person listed is in care of Dignyte, Inc., 605 W Knox Rd., Suite 202, Tempe AZ 85284. The information provided herein is based upon a list of our shareholders and our records with respect to the ownership of common stock. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.
| Title Of Class | Name, Title and Address of Beneficial Owner of Shares | Amount
of Beneficial Ownership | Percent of Class | ||||||||
| Common | Andreas McRobbie-Johnson, President, and Director | 10,000,000 | 91.8 | % | |||||||
| All Directors and Officers as a group (1 person) | 10,000,000 | 91.8 | % | ||||||||
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
During the period from inception (April 7, 2011) to December 31, 2013, a related party, a company in which the Secretary-Treasurer and CFO of the Company is also serving as CFO, has paid $47,763 on behalf of the Company. The amount outstanding as of December 31, 2013 and December 31, 2012 were $40,893 and $19,702, respectively. During the year ended December 31, 2013, the Company recorded $2,629 imputed interest on the amount owed to the related party.
| - 10 - |
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table shows the fees that were billed for the audit and other services provided by Mantyla McReynolds, LLC for the fiscal years ended December 31, 2013 and 2012.
| 2013 | 2012 | |||||||
| Audit Fees | $ | 10,250 | $ | 4,250 | ||||
| Audit-Related Fees | - | - | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
| Total | $ | 10,250 | $ | 4,250 | ||||
Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.
Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.
Tax Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.
All Other Fees — This category consists of fees for other miscellaneous items.
Preapproval Policy
Our Board of Directors reviews and approves audit and permissible non-audit services performed by its independent accountants, as well as the fees charged for such services. In its review of non-audit service fees and its appointment of Mantyla McReynolds, LLC as our independent accountants, the Board of Directors considered whether the provision of such services is compatible with maintaining independence.
ITEM 15: EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
(a)
| 1. | The financial statements listed in the “Index to Financial Statements” at page F-1 are filed as part of this report. | |
| 2. | Financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. | |
| 3. | Exhibits included or incorporated herein: See index to Exhibits. |
(b) Exhibits
| Exhibit No. | Name/Identification of Exhibit | |
| 3.1(a)* | Articles of Incorporation | |
| 3.1(b)* | Certificate of Amendment to Articles of Incorporation | |
| 3.2* | Bylaws | |
| 31.1** | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2** | Certification of Principal Financial and Accounting Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1** | Certification of Principal Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2** | Certification of Principal Financial and Accounting Officer pursuant to Rule 13a-14(b) of the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS *** | XBRL Instance Document | |
| 101.SCH *** | XBRL Taxonomy Extension Schema Document | |
| 101.CAL *** | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF *** | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB *** | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE *** | XBRL Taxonomy Extension Presentation Linkbase Document |
* Previously filed.
** Filed herewith.
*** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of this Annual Report on Form 10-K for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
| - 11 - |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dignyte, Inc. | |||
| (Registrant) | |||
| By: | /s/ Andreas A. McRobbie-Johnson | Date: March 5, 2014 | |
| Andreas A. McRobbie-Johnson | |||
| President, CEO | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Andreas A McRobbie-Johnson | Chief Executive Officer and Director (principal executive officer) | March 5, 2014 | ||
| Andreas A. McRobbie-Johnson | ||||
| /s/ Donna S. Moore | Chief Financial Officer (Principal Financial and Accounting Officer) | March 5, 2014 | ||
| Donna S. Moore |
| - 12 - |
DIGNYTE, INC.
INDEX TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Dignyte, Inc.
We have audited the accompanying balance sheets of Dignyte, Inc. (a development stage company) (the Company) as of December 31, 2013 and 2012, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the period from inception on April 7, 2011 through December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Dignyte, Inc., for the cumulative period from April 7, 2011 (date of inception) through December 31, 2011, were audited by other auditors whose report dated May 15, 2012, expressed an unqualified opinion on those statements. Our opinion, in so far as it relates to the period from April 7, 2011 through December 31, 2011, is based solely on the report of the other auditors.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Dignyte, Inc. (a development stage company) as of December 31, 2013 and 2012, and the results of its operations and cash flows for the years then ended and for the period from inception on April 7, 2011 through December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has no revenues, no operations, and negative operating cash flows during the period from inception through December 31, 2013. These issues raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.
| /s/ Mantyla McReynolds, LLC | |
| Mantyla McReynolds, LLC | |
| Salt Lake City, Utah | |
| March 5, 2014 |
| F-2 |
DIGNYTE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
| Dec 31, 2013 | Dec 31, 2012 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 100 | $ | - | ||||
| Restricted Cash | 62,761 | 26,000 | ||||||
| TOTAL CURRENT ASSETS | 62,861 | 26,000 | ||||||
| TOTAL ASSETS | $ | 62,861 | $ | 26,000 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts Payable- Related Party | $ | 40,893 | $ | 19,702 | ||||
| Accounts Payable | 3,389 | 7,697 | ||||||
| TOTAL CURRENT LIABILITIES | 44,282 | 27,399 | ||||||
| Common shares subject to possible redemption; 678,500 and 260,000 shares, respectively (at redemption value) | 65,290 | 26,000 | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, authorized, 10,000,000 shares, $.001 par value, 0 shares issued and outstanding | - | - | ||||||
| Common stock, authorized, 100,000,000 shares, $.001 par value, 10,000,000 shares and 10,000,000 shares issued and outstanding, respectively (excludes 678,500 and 260,000 shares subject to possible redemption, respectively) | 10,000 | 10,000 | ||||||
| Additional Paid in Capital | 7,038 | - | ||||||
| Accumulated Deficit (during development stage) | (63,749 | ) | (37,399 | ) | ||||
| Total Stockholders’ Deficit | (46,711 | ) | (27,399 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 62,861 | $ | 26,000 | ||||
The accompanying notes are an integral part of these financial statements
| F-3 |
DIGNYTE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
For the Years Ended December 31, 2013 and 2012
and from Inception (April 7, 2011) through December 31, 2013
| From Inception | ||||||||||||
| Years Ended | through | |||||||||||
| Dec 3l, 20l3 | Dec 31, 2012 | Dec 31, 2013 | ||||||||||
| TOTAL REVENUES | $ | - | $ | - | $ | - | ||||||
| OPERATING EXPENSES | ||||||||||||
| General and administrative | 7,350 | 2,982 | 11,207 | |||||||||
| Professional Fees | 16,331 | 23,063 | 49,811 | |||||||||
| Total Operating Expenses | 23,681 | 26,045 | 61,018 | |||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||
| Interest Income | 32 | - | 32 | |||||||||
| Interest Expense - Related Party | (2,629 | ) | - | (2,629 | ) | |||||||
| Interest Expense | (22 | ) | (12 | ) | (34 | ) | ||||||
| Total Other Income (Expense) | (2,619 | ) | (12 | ) | (2,631 | ) | ||||||
| Net Loss before Income Taxes | (26,300 | ) | (26,057 | ) | (63,649 | ) | ||||||
| Income Tax Expense | (50 | ) | (50 | ) | (100 | ) | ||||||
| NET LOSS | $ | (26,350 | ) | $ | (26,107 | ) | $ | (63,749 | ) | |||
| BASIC AND DILUTED LOSS PER COMMON SHARE | $ | (0.01 | ) | $ | (0.01 | ) | ||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 10,296,742 | 10,000,000 | ||||||||||
The accompanying notes are an integral part of these financial statements
| F-4 |
DIGNYTE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS’ DEFICIT
| Deficit | ||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||
| Stock | Additional | During the | Total | |||||||||||||||||||||
| Common Shares | Subscription | Paid In | Development | Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Receivable | Capital | Stage | Deficit | |||||||||||||||||||
| Balances at Inception (April 7, 2011) | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
| Issuance of Common Stock | 10,000,000 | 10,000 | - | - | - | 10,000 | ||||||||||||||||||
| Stock Subscription Receivable | - | - | (3,333 | ) | - | - | (3,333 | ) | ||||||||||||||||
| Net Loss | - | - | - | - | (11,292 | ) | (11,292 | ) | ||||||||||||||||
| Balance at December 31, 2011 | $ | 10,000,000 | $ | 10,000 | $ | (3,333 | ) | $ | - | $ | (11,292 | ) | $ | (4,625 | ) | |||||||||
| Stock Subscription Receivable | - | - | 3,333 | - | - | 3,333 | ||||||||||||||||||
| Net Loss | - | - | - | - | (26,107 | ) | (26,107 | ) | ||||||||||||||||
| Balance at December 31, 2012 | $ | 10,000,000 | $ | 10,000 | $ | - | $ | - | $ | (37,399 | ) | $ | (27,399 | ) | ||||||||||
| Imputed interest | - | - | - | 2,629 | - | 2,629 | ||||||||||||||||||
| Allowable funds transferred from redeemable securities to Additional Paid In Capital | - | - | - | 4,409 | - | 4,409 | ||||||||||||||||||
| Net Loss | - | - | - | - | (26,350 | ) | (26,350 | ) | ||||||||||||||||
| Balance at December 3l, 2013 | 10,000,000 | 10,000 | - | $ | 7,038 | $ | (63,749 | ) | $ | (46,711 | ) | |||||||||||||
The accompanying notes are an integral part of these financial statements
| F-5 |
DIGNYTE, INC.
(A Development Stage Enterprise)
For
the Years Ended December 31, 2013 and 2012
and from inception (April 7, 2011) through December 31, 2013
| From Inception | ||||||||||||
| Years Ended | through | |||||||||||
| Dec 31, 2013 | Dec 31, 2012 | Dec 31, 2013 | ||||||||||
| OPERATING ACTIVITIES | ||||||||||||
| Net Loss | $ | (26,350 | ) | $ | (26,107 | ) | $ | (63,749 | ) | |||
| Adjustments to reconcile from Net Loss to net cash used in operating activities | ||||||||||||
| Services received to settle subscription receivable | - | 3,333 | 10,000 | |||||||||
| Imputed interest - related party | 2,629 | - | 2,629 | |||||||||
| Changes in operating assets and liabilities | ||||||||||||
| Accounts payable-related party | 21,191 | 16,827 | 40,893 | |||||||||
| Accounts payable | (4,309 | ) | 5,947 | 3,388 | ||||||||
| Net cash used in operating activities | (6,839 | ) | - | (6,839 | ) | |||||||
| Cash Flows from Financing Activities | ||||||||||||
| Proceeds from Issuance of Redeemable Common Stock | 43,700 | 26,000 | 69,700 | |||||||||
| Restricted Cash | (36,761 | ) | (26,000 | ) | (62,761 | ) | ||||||
| Net cash provided by financing activities | 6,939 | - | 6,939 | |||||||||
| NET INCREASE IN CASH | 100 | - | 100 | |||||||||
| CASH, BEGINNING OF PERIOD | - | - | - | |||||||||
| CASH, END OF PERIOD | $ | 100 | $ | - | $ | 100 | ||||||
| SUPPLEMENTAL INFORMATION | ||||||||||||
| Cash paid for income taxes | $ | 50 | $ | 50 | $ | 100 | ||||||
| Cash paid for interest | $ | - | $ | - | $ | - | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||||||
| Allowable funds transferred from redeemable securities to Additional Paid In Capital | $ | 4,409 | $ | - | $ | 4,409 | ||||||
The accompanying notes are an integral part of these financial statements
| F-6 |
DIGNYTE, INC.
(A Development Stage Enterprise)
Note 1. The Company
The Company and Nature of Business
Dignyte, Inc. (“Dignyte” or the “Company”), was incorporated in the State of Nevada on April 7, 2011, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and has no operations to date. Other than issuing shares to its original shareholder, the Company never commenced any operational activities.
The Company filed a Form 8-K indicating that a non-binding Share Exchange Letter of Intent (“LOI”) had been executed on November 12, 2013 with eWellness Corporation, a Nevada corporation that developed a unique telemedicine platform that provides Distance Monitored Physical Therapy Programs to pre-diabetic, cardiac and health challenged patients, through contracted physician practices and healthcare systems. The LOI, as amended, contemplates signing a definitive agreement on or before March 31, 2014, the filing of a proxy statement seeking shareholder approval of the transaction and completion of a $600,000 private placement to accredited investors. If approved by the Company’s shareholders and the private offering is completed, the share exchange is expected to be effective in the first quarter of 2014.
Note 2. Summary of Significant Accounting Policies
Development Stage
The Company’s financial statements are presented as statements of a development stage enterprise. Activities during the development stage primarily include related party equity-based transactions and/or equity financing. The Company has not commenced any significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company.
Basis of Presentation
These financial statements have been prepared to reflect the financial position, results of operations and cash flows of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these good faith estimates and judgments.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Restricted Cash
As of December 31, 2013, the Company has $62,761 in cash equivalents in escrow from the sale of stock. See Note 5.
Income Taxes
The Company accounts for income taxes under FASB ASC 740-10-30. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized.
| F-7 |
DIGNYTE, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
Recent Pronouncements
From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and accounts payable. The carrying amount of cash and accounts payable approximates fair value because of the short-term nature of these items.
Note 3. Going Concern
The report of our independent registered public accounting firm on the financial statements for the year ended December 31, 2013, includes an explanatory paragraph indicating substantial doubt as to our ability to continue as a going concern. For the year ended December 31, 2013, the Company has no revenues and no operations and had not emerged from the development stage. The Company has an accumulated loss of $63,749. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to find a suitable merger or acquisition company. There are no assurances that management will find a capable company for its purposes. The Company intends to finance its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 4. Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recognized when it is more likely than not that such tax benefits will not be realized.
The provision for income taxes consists of the following as of December 31, 2013 and 2012:
| 12/31/2013 | 12/31/2012 | |||||||
| Current Tax | ||||||||
| Federal | $ | - | $ | - | ||||
| State | - | - | ||||||
| Deferred Tax | ||||||||
| Federal | (22,312 | ) | (13,090 | ) | ||||
| Benefits of operating loss carry forwards | 22,312 | 13,090 | ||||||
| State | (50 | ) | (50 | ) | ||||
| Total Provision | (50 | ) | (50 | ) | ||||
Any deferred tax asset is considered immaterial and has been fully offset by a valuation allowance because at this time the Company believes that it is more likely than not that the future tax benefit will not be realized as the Company has no current operations.
| 12/31/2013 | 12/31/2012 | |||||||
| Deferred Tax Assets | ||||||||
| Current | $ | - | $ | - | ||||
| Noncurrent | ||||||||
| Net operating losses | 22,312 | 13,090 | ||||||
| Total noncurrent | $ | 22,312 | $ | 13,090 | ||||
| Valuation Allowance | (22,312 | ) | (13,090 | ) | ||||
| Net Deferred Taxes | $ | - | $ | - | ||||
| F-8 |
DIGNYTE, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
The Company’s federal net operating loss carry forward expires as follows:
| Operating Losses | ||||||
| Expires | Amount | |||||
| 2031 | 11,241 | |||||
| 2032 | 26,158 | |||||
| 2033 | 26,350 | |||||
| Total | 63,749 | |||||
ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The total deferred tax asset is calculated by multiplying a 35% marginal tax rate by the cumulative Net Operating Loss (“NOL”) of $63,749. The total valuation allowance is equal to the total deferred tax asset of $22,312, showing an increase of $9,222 from the year ended December 31, 2012.
A reconciliation between income taxes at statutory tax rates (35%) and the actual income tax provision for continuing operations as of December 31, 2013 and 2012 is as follows:
| 12/31/2013 | 12/31/2012 | |||||||
| Expected provision (based on statutory rate) | $ | (9,204 | ) | $ | (9,138 | ) | ||
| Effect of: | ||||||||
| Increase in valuation allowance | 9,222 | 9,156 | ||||||
| State minimum tax, net of federal benefit | (18 | ) | (18 | ) | ||||
| Non-deductible expenses | - | - | ||||||
| Other | (50 | ) | (50 | ) | ||||
| Actual provision | $ | (50 | ) | $ | (50 | ) | ||
The Company has not made any adjustments to deferred tax assets or liabilities. The Company did not identify any material uncertain tax positions of the Company on returns that have been filed or that will be filed. The Company has not had operations and has deferred items consisting entirely of unused Net Operating Losses as disclosed above. Since it is not thought that this Net Operating Loss will ever produce a tax benefit, even if examined by taxing authorities and disallowed entirely, there would be no effect on the financial statements.
The Company’s policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense. For the years ended December 31, 2013 and 2012, the Company did not recognize any interest or penalties, nor did we have any interest or penalties accrued as of December 31, 2013 and 2012 related to unrecognized benefits.
The Company will be filing for an extension of the federal income tax return in the U.S for the year ended December 31, 2013. The tax years ended December 31, 2013, 2012, and 2011 are open for examination for federal income tax purposes and by other major taxing jurisdictions to which we are subject.
Note 5. Restricted Cash
Restricted cash is cash not available for immediate use. As of the years ended December 31, 2013 and 2012, the Company had $62,761 and $26,000, respectively in restricted cash equivalents in an escrow account at Evolve Bank & Trust in connection with the sale of our common stock pursuant to the terms set forth in our prospectus dated September 18, 2012. As outlined in the prospectus, the Company will be entitled to utilize up to 10% of the proceeds remaining after underwriting commissions, underwriting expenses, and dealer allowances have been met inasmuch as the minimum offering of 50,000 shares has been reached. Per the prospectus, in the event an acquisition is not consummated within 18 months of the effective date of the prospectus or by March 18, 2014, the unused deposited funds will be returned on a pro rata basis to all investors. Based upon the terms of the prospectus, the Company has classified the restricted funds as temporary equity as of December 31, 2013.
| F-9 |
DIGNYTE, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
Note 6. Accounts Payable-Related Party
During the period from inception (April 7, 2011) to December 31, 2013, a related party, a company in which the Secretary-Treasurer and CFO of the Company is also serving as CFO, has paid $47,763 on behalf of the Company. The amounts outstanding as of December 31, 2013 and December 31, 2012 were $40,893 and $19,702, respectively. During the year ended December 31, 2013, the Company recorded $2,629 imputed interest on the amount owed to the related party.
Note 7. Preferred and Common Stock
Preferred Stock
The total number of shares of preferred stock which the Company shall have authority to issue is 10,000,000 shares with a par value of $0.001. There have been no preferred shares issued as of the year ended December 31, 2013.
Common Stock
The total number of shares of common stock which the Company shall have authority to issue is 100,000,000 shares with a par value of $0.001. At inception on April 7, 2011, the Company issued 10,000,000 shares for the value of $10,000 (received by way of a demand promissory note in the principal amount of ten thousand dollars payable by Mr. McRobbie-Johnson to the Company). This promissory note was repaid by the year ended December 31, 2012 through consulting services performed by Mr. McRobbie-Johnson.
During the years ended December 31, 2013 and December 31, 2012, the Company sold 437,000 shares and 260,000 shares of common stock at $0.10 per share, respectively for $69,700. Per the S-1 filing, the funds from these sales were deposited in the escrow bank account with Evolve Bank & Trust. As disclosed above in Note 5 – Restricted Cash, and per the prospectus, in the event an acquisition is not consummated within 18 months of the effective date of the prospectus or by March 18, 2014, 90% of the deposited funds will be returned on a pro rata basis to all investors. At the year ended December 31, 2013, the Company issued or had agreed to issue 678,500 shares of common stock.
As of the year ended December 31, 2013, the Company has 10,678,500 shares of $0.001 par value common stock issued and outstanding.
Holders of shares of common stock are entitled to cast one vote for each share held at all stockholders’ meetings for all purposes including the election of directors. The common stock does not have cumulative voting rights.
No holder of shares of stock of any class is entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.
Note 8. Commitments, Contingencies
The President and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities that become available. He may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.
The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the President and director of the Company to use at no charge.
From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.
Note 9. Subsequent Events
On January 5, 2014, the Company issued 18,500 shares of common stock pursuant to subscription agreements for cash of $1,850 received in period ended December 31, 2013.
In January, 2014, the Company received $20,000 for purchase of 200,000 shares. These shares were issued on January 22, 2014.
| F-10 |