Attached files
| file | filename |
|---|---|
| EX-31.1 - CERTIFICATION - Emoneco, Inc. | ex311.htm |
| EX-32.1 - CERTIFICATION - Emoneco, Inc. | ex321.htm |
| EX-31.2 - CERTIFICATION - Emoneco, Inc. | ex312.htm |
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 January 31, 2014
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to ____
| Commission File No. 000-54298 |
| eMONEco INC. |
| (Exact name of registrant as specified in its charter) |
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Nevada
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80-0818756
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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| 4745 W. 136th Street, Leawood, KS 66224 |
| (Address of principal executive offices, zip code) |
| 913-871-4336 |
| (Registrant’s telephone number, including area code) |
| (Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the issuer (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.
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Yes [X]
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No [ ]
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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).
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Yes [ ]
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No [X]
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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. (check one):
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act):
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Yes [ ]
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No [X]
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
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Yes [ ]
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No [ ]
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APPLICABLE ONLY TO CORPORATE ISSUERS
As of March 24, 2014, there were 262,513,359 shares of common stock, $0.001 par value per share, outstanding.
2
eMoneco, Inc.
(formerly Mascot Ventures, INC.)
(A Development Stage Company)
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED JANUARY 31, 2014
INDEX
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Index
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Page
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Part I.
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Financial Information
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Financial Statements
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5 | |||
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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6
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Quantitative and Qualitative Disclosures About Market Risk.
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8
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Controls and Procedures.
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8
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Part II.
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Other Information
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Legal Proceedings.
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9
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Risk Factors
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9
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Unregistered Sales of Equity Securities and Use of Proceeds.
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9
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Defaults Upon Senior Securities.
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9
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Mining Safety Disclosures.
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9
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Other Information.
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9
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Exhibits.
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10
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11
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3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of eMONEco, Inc., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of minerals prices, the possibility that exploration efforts will not yield economically recoverable quantities of minerals, accidents and other risks associated with mineral exploration and development operations, the risk that the Company will encounter unanticipated geological factors, the Company’s need for and ability to obtain additional financing, the possibility that the Company may not be able to successful launch its mobile banking operations, the exercise of an anticipated majority holding through our Preferred Series A shares controlled by the Company’s CEO holds of the Company’s voting securities, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
4
| PAGES | ||
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F-1
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F-2
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F-3
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F-4 to F-5
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(formerly Mascot Ventures, Inc.)
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
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January 31,
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October 31,
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|||||||
| 2014 | 2013 | |||||||
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ASSETS
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Current Assets
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Cash and cash equivalents
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$ | 2,560 | $ | 565 | ||||
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Mobile Mone Reserve
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10,000 | - | ||||||
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Total current assets
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12,560 | 565 | ||||||
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TOTAL ASSETS
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$ | 12,560 | $ | 565 | ||||
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LIABILITIES & STOCKHOLDERS' DEFICIT
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Current Liabilities
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Accounts payable and accrued expense
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$ | 72,181 | $ | 66,827 | ||||
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Accounts payable-related party
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101,302 | 98,302 | ||||||
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Advances from related parties
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66,360 | 69,861 | ||||||
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Convertible notes payable
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70,000 | - | ||||||
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Total current liabilities
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309,843 | 234,990 | ||||||
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Convertible note payable, net discount of $29,181 and $0 at January 31, 2014 and
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October 31, 2013 respectively
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18,819 | 10,819 | ||||||
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Derivative liability
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34,747 | 44,751 | ||||||
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Total Liabilities
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363,409 | 290,560 | ||||||
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STOCKHOLDERS' DEFICIT
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Preferred stock $0.001 par value, 10,000,000 shares authorized, 100 Series A designated,
none issued as of January 31, 2014 and October 31, 2013 respectively
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Common stock $0.001 par value, 500,000,000 shares authorized 262,513,359
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shares issued and outstanding at January 31, 2014 and 154,180,000 at October 31, 2013
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262,513 | 154,180 | ||||||
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Additional paid-in capital
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(4,680 | ) | (4,680 | ) | ||||
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Deficit accumulated during development stage
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(608,682 | ) | (439,495 | ) | ||||
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TOTAL STOCKHOLDERS' DEFICIT
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(350,849 | ) | (289,995 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ | 12,560 | $ | 565 | ||||
The accompanying nots are an integral part of these financial statements
F-1
eMONEco INC.
(formerly Mascot Ventures, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended
January 31, 2014
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Three Months Ended
January 31, 2013
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Inception
(September 25, 2007) 2014
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Operating Costs
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General and Administrative
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$ | 167,859 | $ | 12,852 | $ | 584,647 | ||||||
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Impairment loss
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- | - | 6,500 | |||||||||
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Total Operating Costs
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(167,859 | ) | (12,852 | ) | (591,147 | ) | ||||||
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Amortization expense
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(8,000 | ) | - | (18,819 | ) | |||||||
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Interest expense
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(3,332 | ) | - | (4,881 | ) | |||||||
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Derivative income
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10,004 | - | 5,253 | |||||||||
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Interest income
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- | - | 912 | |||||||||
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Net Loss
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$ | (169,187 | ) | $ | (12,852 | ) | $ | (608,682 | ) | |||
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Net Loss per share basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
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Weighted average number of
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common shares outstanding
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basic and diluted
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238,962,605 | 154,180,000 | ||||||||||
The accompanying nots are an integral part of these financial statements
F-2
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eMONEco INC.
(formerly Mascot Ventures, Inc.)
STATEMENTS OF CASH FLOWS
(Unaudited)
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Inception
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(September 25, 2007)
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Three Months Ended
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Through
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January 31,
2014
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January 31,
2014
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| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
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Net loss
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$ | (169,187 | ) | $ | (12,852 | ) | $ | (608,682 | ) | |||
| Adjustments to reconcile net loss to net cash | ||||||||||||
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used in operating activities:
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Impairment loss
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- | - | 6,500 | |||||||||
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Stock issued for services
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108,333 | - | 108,333 | |||||||||
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Donated services
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- | 4,500 | 99,000 | |||||||||
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Amortization of debt discount
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8,000 | - | 18,819 | |||||||||
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Derivative expense
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(10,004 | ) | - | (5,253 | ) | |||||||
| Changes in operating assets and liabilities: | ||||||||||||
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Accounts payable and accrued expenses
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5,353 | 3,053 | 72,180 | |||||||||
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Accounts payable-related party
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3,000 | - | 101,302 | |||||||||
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Net cash used in operating activities
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(54,505 | ) | (5,299 | ) | (207,801 | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
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Mobile Mone Reserve
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(10,000 | ) | - | (10,000 | ) | |||||||
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Acquisition of mining claim
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- | - | (6,500 | ) | ||||||||
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Net cash used in investing activities
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(10,000 | ) | - | (16,500 | ) | |||||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from related party advances
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1,500 | 5,451 | 81,361 | |||||||||
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Repayments of related party advances
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(5,000 | ) | - | (15,000 | ) | |||||||
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Proceeds from issuance of convertible notes
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70,000 | - | 110,000 | |||||||||
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Issuance of common stock for cash
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- | - | 50,500 | |||||||||
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Net cash provided by financing activities
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66,500 | 5,451 | 226,861 | |||||||||
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Net change in cash and cash equivalents
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1,995 | 152 | 2,560 | |||||||||
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Net increase in cash
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Cash and cash equivalents at beginning of period
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565 | 5 | - | |||||||||
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Cash and cash equivalents at end of period
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$ | 2,560 | $ | 157 | $ | 2,560 | ||||||
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
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Cash paid for :
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Interest
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$ | - | $ | - | $ | - | ||||||
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Income Taxes
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$ | - | $ | - | $ | - | ||||||
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Non Cash Investing and Financing Activities:
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Debt discount on convertible note
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$ | - | $ | - | $ | 40,000 | ||||||
F-3
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eMONEco INC.
(formerly Mascot Ventures, Inc.)
NOTES TO INTERIM FINANCIAL STATEMENTS
(A Development Stage Company)
January 31, 2014
(Unaudited)
|
1. NATURE OF OPERATIONS
eMONEco,Inc. (formerly Mascot Ventures Inc.) (“The Company”) was incorporated in the State of Nevada on September 25, 2007 to engage in the acquisition, exploration and development of natural resource properties. The Company is in the development stage with no revenues and limited operating history.
On April 15, 2013, the Company entered into a Reorganization and Exclusive Sponsorship Licensing Agreement with JBD Consulting LLC and Mobile Mone, Inc. to provide mobile payments, remittance, banking and commerce services and has totally abandoned previous plans to exploit and develop natural resource properties.
On November 14, 2013, the Company filed a Certificate of Amendment to Articles of Incorporation with the State of Nevada, changing the name of the Corporation to “eMONEco, Inc.” from Mascot Ventures, Inc. This was effective November 25, 2013.
The accompanying unaudited interim financial statements of eMONEco, Inc. 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 (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10K annual report filed with the SEC. 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 periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2013 as reported, have been omitted.
These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company anticipates future losses in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors or third parties and/or the issuance of common shares.
2. RELATED PARTY TRANSACTIONS
During the three month period ended January 31, 2014, the Company incurred $30,000 in consulting fees to JBD Consulting, which is owned by the CEO of this Company. Accounts payable-related party are the fees earned but not yet paid of $101,302 and $98,302 at January 31, 2014 and October 31, 2013 respectively.
As of January 31, 2014 there were advances from the majority shareholder and a related party totaling $66,360. These were made in order to assist in meeting general and administrative expenses. They carry no interest or maturity date, are unsecured and due upon demand.
F-4
eMONEco INC.
(formerly Mascot Ventures, Inc.)
NOTES TO INTERIM FINANCIAL STATEMENTS
(A Development Stage Company)
January 31, 2014
(Unaudited)
3. CONVERTIBLE NOTES PAYABLE
On July 22, 2013, the Company issued a Convertible Note (the “Note”) to Aldebourne, Ltd. (the Note holder) in connection with a $40,000 working capital loan to the Company. The terms and conditions of such Note allow for the prepayment of principle and accrued interest upon three (3) days’ written notice to the holder. The Company may pay 150% of the entire outstanding principal amount of the Note plus any accrued or unpaid interest. The Note holder retains the right to convert at any time, outstanding balance and accrued interest into shares of the Company’s common stock at a conversion price equal to 70% of the average lowest trading price for the five days prior to the conversion date. The Company recorded a discount of $40,000 related to the derivative liability at inception and a derivative expense of $14,795 at inception. The Company recorded a derivative liability of $34,747 and derivative income of $10,004 for the period ended January 31, 2014.The interest rate is 14% per annum and the maturity date is July 21, 2015.The total accrued interest as of January 31, 2014 is $2,961.
On November 12 2013, the Company issued a Convertible Note (the “Note”) to Aldebourne, Ltd. in connection with a $50,000 working capital loan to the Company. The Note matures on November 12, 2014 and carries an interest rate of 14% per annum, which will accrue and become due and payable with the principle. If either party decides to convert the Note and all accrued interest at the maturity date or before, into common stock at a par value of $0.001 then the conversion rate will be $0.25 per share.
On December 10 2013, the Company issued a Convertible Promissory Note (the “Note”) to Pro Players LLC in connection with a $10,000 working capital loan to the Company. The Note matures on December 10, 2014 and carries an interest rate of 14% which will accrue and become due and payable with the principle. If either party decides to convert the Note and all accrued interest at the maturity date or before into common stock at a par value of $0.001, then the conversion rate will be $0.25 per share.
On December 13, 2013, the Company issued a Convertible Promissory Note to Pro Players LLC in connection with a $10,000 working capital loan to the Company. The Note matures on December 13, 2014 and carries an interest rate of 14% which will accrue and become due and payable with the principle. If either party decides to convert the Note and all accrued interest at the maturity date or before into common stock at a par value of $0.001, then the conversion rate will be $0.25 per share.
4. STOCKHOLDER’S DEFICIT
On August 31, 2013, the Company declared a forward stock split of thirteen (13) shares of common stock to one (1) share of common stock, to all shareholders of record as of this date, which became effective December 23, 2013 after notification to the Financial Industry Regulatory Authority (“FINRA”).
The forward stock split has been shown retroactively.
On November 20, 2013, the Company issued a total of 108,333,329 shares of restricted common stock to JBD Consulting, LLC pursuant to the terms of the MONE Licensing Agreement. The fair value of the shares on the date of issuance was $108,333.
At January 31, 2014, there are a total of 500,000,000 shares authorized and 262,513,359 of the Company’s common shares issued and outstanding.
On December 16, 2013, the Company filed a Certificate of Amendment to Articles of Incorporation with the State of Nevada, increasing the authorized Common Shares with a par value of $0.001 per share from 75,000,000 to 500,000,000. The Amendment included the authorization of 10,000,000 Preferred Shares with a par value of $0.001 per share.
On December 17, 2013, the Company filed a Certificate of Designation with the State of Nevada regarding the designation of 100 Series A Preferred Shares with a par value of $0.001 per share.
In their entirety the Series A Preferred Shares, par value $0.001 per share, shall have the voting rights, at all times equal to 51% of the then voting rights of the Company. Each Preferred Share shall individually maintain voting rights equal to its pro rata allocation of the entirety of the Series, or 51%. Each share shall be convertible at an equal rate to voting rights. Any conversion of one or more Preferred Shares shall thereafter reduce the voting rights of the Series by the same.
F-5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following information should be read in conjunction with (i) the financial statements of eMONEco, Inc., a Nevada corporation and exploration-stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the October 31, 2013 audited financial statements and related notes included in the Company’s Annual Report on Form 10-K (File No. 000-54298), as filed with the Securities and Exchange Commission on February 14, 2014. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements
eMONEco,Inc. (formerly Mascot Ventures, Inc.) (“the Company”) was incorporated in the State of Nevada on September 25, 2007 to engage in the acquisition, exploration and development of natural resource properties. The Company was in the exploration stage with no revenues and limited operating history.
On April 15, 2013, the Company entered into a Reorganization and Exclusive Sponsorship Licensing Agreement with JBD Consulting LLC and Mobile Mone, Inc. to provide mobile payments, remittance, banking and commerce services and has totally abandoned previous plans to exploit and develop natural resource properties. A change in control occured as a result of the Reorganization and Exclusive Sponsorship Licensing Agreement.
On November 14, 2013, the Company filed a Certificate of Amendment to Articles of Incorporation with the State of Nevada, changing the name of the Corporation to “eMONEco, Inc.” from Mascot Ventures, Inc. This was effective November 25, 2013.
Going Concern
To date, although the Company has significant operations in the development of its mobile banking product, the Company has no revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we complete the financing we endeavor to obtain, as described in our Annual Report on Form 10-K (File No. 000-54298), as filed with the Securities and Exchange Commission on February 14, 2014, and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.
Our activities have been financed from the proceeds of share subscriptions and loans from shareholders. From our inception to January 31, 2014, we have raised a total of $50,500 from private offerings of our common stock and received net proceeds of $66,360 from a shareholder.
The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:
Basis of Presentation
The Company reports revenues and expenses using the accrual method of accounting in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial and tax reporting purposes.
6
Cash and Cash Equivalent
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance with Accounting Standards Codification “ASC 830”, “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders’ equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations.
Basic and Diluted Net Loss Per Share
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.
Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
PLAN OF OPERATION
As of April 15, 2013, when the Company entered into a Reorganization and Exclusive Sponsorship Licensing Agreement with JBD Consulting LLC and Mobile Mone, Inc. (the “Licensing Agreement”), as detailed in the Form 8-K filed on April 17, 2013, we have abandoned previous plans to exploration of our mineral rights claims. Pursuant to the Licensing Agreement, we intend to begin operations as an exclusive provider of mobile banking services under the license of JBD Consulting LLC and Mobile Mone products and services. The Mobile Mone product allows participants to utilize mobile telephone technology to transfer and exchange money via a mobile device or email. Our revenues will be derived on a commission basis duly scheduled in the Licensing Agreement.
Although, the conditions precedent to the closing of the Licensing Agreement have not been met, eMONEco, Inc. has operated with waiver and acceptance from JDB Consulting, LLC. As such, management has continued operations in developing the software and marketing to venders and service providers. The only remaining item is the issuance of the preferred shares to JDB Consulting, LLC, which we expect to complete in the following weeks from the date of this filing.
Over the next twelve months we intend to build our operations and staff to implement our long term goals. We are currently engaging key personnel in compliance, marketing and software development. Over the next 40-45 days following a financing event, we plan on staffing our sales team with National, Regional, and Local sales representatives as well as support staff and territorially based strategic partners.
We expect to begin utilizing our sales staff immediately and see real sales revenues within 13-14 weeks and begin hitting long term projection goals by the 24th week of operation. During this time we will begin to scale our marketing material, training programs and resource centers for staff and potential clients alike.
7
Results of Operations
The three months ended January 31, 2014 and 2013, and the period from September 25, 2007 (Inception) to January 31, 2014
We recorded no revenues for the three months ended January 31, 2014 and 2013. From the period of September 25, 2007 (inception) to January 31, 2014, we recorded no revenues.
For the three months ending January 31, 2014, administrative expenses were $167,859, interest expense was $3,332, amortization expense was $8,000, and derivative income was $10,004. For the three months ending January 31, 2013, general and administrative expenses were $12,852.
Operating expenses, consisting solely of general and administrative expenses in the fiscal quarter ended January 31, 2014, consisted primarily of management fees, rent, filing fees, share transfer fees, accounting fees, consulting fees and service providers for marketing and software development.
From the period of September 25, 2007 (inception) to January 31, 2014, we incurred operating expenses of $591,147.
Liquidity and Capital Resources
At January 31, 2014, we had a cash balance of $2,560. We do not have sufficient cash on hand to commence building our sales staff or to fund our ongoing operational expenses beyond 12 months. We will need to raise funds to commence our sales program and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock or sale of part of our interest in our mineral claims. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our exploration activities and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to build our sales platform and continue to develop the software and our business will fail.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.
ITEM 4. CONTROLS AND PROCEDURES.
Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective as of January 31, 2014.
There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
8
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
None.
None.
9
ITEM 6. EXHIBITS.
(a) Exhibits required by Item 601 of Regulation SK.
| Number | Description | |
|
3.1
|
Articles of Incorporation*
|
|
|
3.2
|
Bylaws*
|
|
|
31.1
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*Filed and incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-164845), as filed with the Securities and Exchange Commission on February 2, 2010.
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Pursuant to the requirements 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.
|
eMONEco, Inc.
|
|||
|
(Name of Registrant)
|
|||
|
Date: March 24, 2014
|
By:
|
/s/ Don Latson
|
|
| Name: |
Don Latson
|
||
| Title: |
President and Chief Executive Officer, principal accounting officer and principal financial officer
|
||
EXHIBIT INDEX
|
Number
|
Description
|
|
|
3.1
|
Articles of Incorporation*
|
|
|
3.2
|
Bylaws*
|
|
|
31.1
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*Filed and incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-164845), as filed with the Securities and Exchange Commission on February 2, 2010.
11