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EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - ROI LAND INVESTMENTS LTDroi_10k-3101.htm
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EX-32.2 - CERTIFICATION - ROI LAND INVESTMENTS LTDroi_10k-3202.htm
EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - ROI LAND INVESTMENTS LTDroi_10k-3102.htm
EX-32.1 - CERTIFICATION - ROI LAND INVESTMENTS LTDroi_10k-3201.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

(Mark One)

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

 

For fiscal year ended December 31, 2013

or

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

 

For the transition period from _____________ to _____________

 

Commission file number 333-171892

 

ROI LAND INVESTMENTS LTD.  

(f/k/a Conex MD Corp.)

(Exact name of registrant as specified in its Charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

 

26-1574051

(I.R.S. Employer Identification No.)

 

825 Lebourgneuf Blvd, Suite 315

Quebec, QUEBEC G2J 0B9

(Address of principal executive offices)

 

Tel: 418-781-2954

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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

 

Common stock, par value $0.0001

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o 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 o No x

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. o

 

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):

 

Large accelerated filer o Accelerated filer o

Non-accelerated filer o

(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 o No x

 

State 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 last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not available

 

As of April 10, 2014, there were 9,022,071 shares of the Company’s par value $0.0001 common stock issued and outstanding.

 
 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

The statements contained in this Annual Report on Form 10-K that are not historical facts are "forward-looking statements." Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plan, including product and service developments, future financial conditions, results or projections or current expectations. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as "believes," "estimates," "intends," "plan" "expects," "may," "will," "should," "predicts," "anticipates," "continues," or "potential," or the negative thereof or other variations thereon or comparable terminology, and similar expressions are intended to identify forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, or our achievements, or industry results, expressed or implied by such forward-looking statements. Such forward-looking statements appear in Item 1 - "Business" and Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as elsewhere in this Annual Report.

 

The factors discussed herein and expressed from time to time in our filings with the Securities and Exchange Commission could cause actual results and developments to be materially different from those expressed in or implied by such statements. The forward-looking statements are made only as of the date of this filing, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

 

INTRODUCTION

 

Unless otherwise specified or required by context, as used in this Annual Report, the terms "we," "our," "us" and the "Company" refer collectively to ROI Land Investments Ltd. The term "fiscal year" refers to our fiscal year ending December 31. Unless otherwise indicated, the term "common stock" refers to shares of our common stock.

 

Our consolidated financial statements are stated in United States Dollars (US$).

 

 

 
 

 

TABLE OF CONTENTS

 

PART I      
ITEM 1.  Business  1
ITEM 1A.  Risk Factors  3
ITEM 1B.  Unresolved Staff Comments  3
ITEM 2.  Properties  3
ITEM 3.  Legal Proceedings  3
ITEM 4.  Mine Safety Disclosures  3
       
PART II      
ITEM 5.  Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities  4
ITEM 6.  Selected Financial Data  5
ITEM 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations  5
ITEM 7A.  Quantitative and Qualitative Disclosures About Market Risk  7
ITEM 8.  Consolidated Financial Statements and Supplementary Data   
ITEM 9.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure  8
ITEM 9A.  Controls and Procedures  8
ITEM 9B.  Other Information   
       
PART III      
ITEM 10.  Directors, Executive Officers, and Corporate Governance  9
ITEM 11.  Executive Compensation  12
ITEM 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  13
ITEM 13.  Certain Relationships and Related Transactions, and Director Independence  14
ITEM 14.  Principal Accounting Fees and Services  14
       
PART IV      
ITEM 15.  Exhibits, Financial Statement Schedules  15
   Signatures  16

 

 
 

 

PART I

 

Item 1. BUSINESS

 

Organization

 

On December 13, 2007, the Company was incorporated under the laws of the State of Nevada. We are engaged in the business of providing specialized healthcare staffing to small and medium sized businesses.

 

Pursuant to stock a Subscription Agreement dated December 13, 2007, we offered and sold 2,500,000 shares of our common stock to Dr. Ely Steinberg our President and a Director, at a purchase price of $0.0001 per share, for aggregate proceeds of $250. Pursuant to a stock Subscription Agreement dated December 13, 2007, we offered and sold 2,500,000 shares of our common stock to Dr. Jacob Bar-Ilan our Secretary, Treasurer and a Director, at a purchase price of $0.0001 per share, for aggregate proceeds of $250. Between December 2009 and January 2010, we accepted subscriptions for 3,475,500 shares of our common stock from 36 investors at a purchase price of $0.02 per share, for aggregate proceeds of $69,510.

 

Dr. Ely Steinberg has served as our President and Chief Executive Officer from December 13, 2007, until September 17th, 2013, when Lamar Investment Ltd purchased 5,000,000 shares of restricted stock of ROI Land Investments Ltd., representing 59% of the shares in the Company from its two then-current Directors, Dr. Jacob Bar Ilan and Dr. Ely Steinberg for $230,000.00 in cash. Subsequently the Shareholders of the Company appointed the two current Directors, Patrick Bragoli & Sebastien Cliche, as noted in the 8-K filed September 25th, 2013. Additionally, on October 28th, 2013, FINRA gave final approval to a name change to ROI Land Investments Ltd and the ticker symbol to the current ROII to better reflect the new direction of the Company.

 

ROI Land Investments, Ltd now specializes in land development. The Company's new business model consist of acquiring attractive land free of zoning restrictions, obtaining the necessary permits, outsourcing developments of the infrastructure and profiting from the sale of the subdivided land units to large residential and commercial building developers.

 

On November 15, 2013, the Company organized ROI Dev Canada Inc. (ROI Dev”), a Canada Chart corporation, as a wholly-owned subsidiary. ROI Dev was organized to acquire and manage land acquisitions.

 

On March 24, 2014, the Company executed a Definitive Agreement for the purchase of land from 9284-0784 Québec Inc. through its wholly owned subsidiary ROI Dev Canada Inc. The land consists of 1,971,000 square feet in suburban Quebec and is known as the “Beauport/Cambert Project”. Per the terms of the Agreement, the total cost of the purchase is $5,372,205, of which $272,529 was tendered upon execution as a firm initial deposit, with a second deposit of $4,542,151 to be provided shortly and the final balance of $557,525 due on or before June 1, 2014. The Company’s directors, Patrick Bragoli and Sebastien Cliché, each own 16.67% of 9284-0784 Québec Inc.

 

General

 

ROI Land Investments, Ltd. (“ROI”) operates in the land development sub-sector niche of the real estate industry, where its main activity consists of acquiring, zoning and converting raw land into a construction-ready site. The land development process implemented by ROI consists of four phases:

 

 ·Land acquisition - Purchasing land ready for development, in a strategic location and without any prohibited zoning restrictions
 ·Permits applications - Executed within the local municipalities to effectuate the legal right for current and future infrastructures development.
 ·Infrastructures - Outsourcing to qualified experts of the necessary technical and construction work
·Profit taking - Final Sale of the licensed, zoned and (by now) subdivided and construction-ready land unit to large regional residential developers

 

1
 

 

ROI’s mission is to be the leader in Green land development in Quebec by maintaining the utmost respect of the environment, particularly by emphasizing and preserving more green spaces than the local laws require.

 

Market Opportunity

ROI has developed several compelling reasons for market and industry success:

 

·Experienced management team
oOver 70 years of combined real estate development experience
oOver 1000 combined lots developed in the past 10 years by the team
oStrategic network of construction companies, financial institutions and owners of large available land tracts
oAbility to promptly identify and close land acquisitions
oAbility to manage complex transactions
·Prime Location Selection – Quebec first target
oValue of construction permits – 35% growth over 6 years (2005-11)
oNumber of construction companies – 16% growth over 6 years (2004-10)
oMedian total income – leader in North America and over all national averages
§2010 annual – 76.5k (vs Canada - 69.9k, Qc (Prov) – 65.9k, U.S. – 60.6k)
§Growth 10yrs – 1.65% (vs Canada – 1.43%, Qc (Prov) – 1.46%, U.S. – 0.82%)
oPopulation growth – 2003-11
§6.45% (vs Canada – 4.46%, Qc (Prov) – 5.87%, U.S. – 6.33%, E.U. – 2.78%)
oUnemployment rate- as of March 2013
§4.4% (vs Canada – 7.1%, Qc (Prov) – 7.4%, U.S. – 7.6%, E.U. – 10.9%)
§Trend from 1996-2013 – 10.8% to 4.4%

 

Compliance with Government Regulation

 

By definition, the development of the Company’s projects is, and will continue to be subject to various domestic, state, local, and/or federal laws and zoning regulations. Such laws and regulations are subject to legislative or administrative change at any time. Any changes in such laws and regulations may have material adverse effects on the Company’s sales, cash flow and cash position. The Company will be required to comply with all various regulations. There is no assurance that the Company will be able to comply with all applicable laws and regulations. Non-compliance may result in fines, sanctions and termination of the company’s business in some localities; all of which will have material adverse effects on the Company’s sales, cash flow and cash position. The Company’s business is and will continue to be subject to various state, local and federal regulations. Such regulations may adversely affect the Company’s operations and business model, and in particular, increase its operating expenses. Such regulation may result in substantial costs for the Company. Furthermore, such regulations may be changed from time to time. The Company does not and will not have any material control over the probability of occurrence of any of the aforesaid events and changes.

 

2
 

 

Intellectual Property

 

We have not filed for any protection of our name or “mark” and we do currently possess any intellectual property.

 

Employees

 

We currently have no full time employees.

 

Item 1A. Risk Factors

 

Not applicable.

 

Item 1B. Unresolved Staff Comments

 

None.

 

Item 2. Properties

 

Our executive offices are located at 825 LeBourgneuf Blvd, Suite 315, Montreal, Quebec. This office is approximately 500 square feet in size and is provided to us free of charge by our Directors at Azur & Capital Real Estate Fund. We have not entered into any lease agreement for the office. We do not plan to incur any rental expenses for this office for the foreseeable future.

 

Item 3. Legal Proceedings

 

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

 

Item 4. Mine Safety Disclosure

 

Not Applicable.

 

3
 

 

PART II

 

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

As the Company is a “smaller reporting company,” it is not required to provide the performance graph required in paragraph (e) of Item 201.

 

We have one class of securities, Common Voting Equity Shares ("Common Stock"). Our common stock is quoted on the NASDAQ OTC Bulletin Board (“OTCBB”) under the symbol "ROII.QB".  As of December 31st, 2013, the Company’s common stock was held by 42 shareholders of record, which does not include shares that are held in street or nominee name.

 

The closing share prices presented below represent prices between broker-dealers and do not include retail mark-ups and mark-downs or any commission to the.  The following chart is indicative of the fluctuations in the stock prices:

 

  

For the Year Ended

December 31st, 2013

  

For the Year Ended

December 31st, 2012

 
   High   Low   High   Low 
First Quarter  $1.01   $1.01   $0.001   $0.001 
Second Quarter  $1.01   $1.01   $0.001   $0.001 
Third Quarter  $1.01   $.75   $0.001   $0.001 
Fourth Quarter  $2.00   $.75   $1.01   $1.01 

 

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.0001 per share. The holders of our common stock:

 

  Ÿ have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
  Ÿ are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
  Ÿ do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
  Ÿ are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

 

We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.

 

The Company’s transfer agent is Empire Stock & Transfer Agency of Henderson, Nevada.

 

4
 

 

Dividend Policy

 

We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends. See the Risk Factor entitled "Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them."

 

Recent Sales of Unregistered Securities

 

On January 14, 2014, pursuant to stock purchase agreements, the Company issued 546,571 shares of the Company’s common stock to three investors for a total purchase price of $191,300.

 

Item 6. Selected Financial Data

 

Not Applicable.

 

Item 7. Management's Discussion and Analysis of Financial Condition And Results Of Operations

 

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE RELATED NOTES THAT APPEAR ELSEWHERE IN THIS ANNUAL REPORT. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT REFLECT OUR PLANS, ESTIMATES AND BELIEFS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS ANNUAL REPORT.

 

FORWARD-LOOKING STATEMENTS

 

Certain statements made in this report may constitute “forward-looking statements on our current expectations and projections about future events”. These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases you can identify forward-looking statements by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. 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. These forward-looking statements are made as of the date of this report, and we assume no obligation to update these forward-looking statements whether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties, the forward-looking events discussed in this report might not occur and actual results and events may vary significantly from those discussed in the forward-looking statements.

 

5
 

 

Overview

 

ROI Land Investments Ltd. was incorporated on December 13, 2007, under the laws of the State of Nevada, originally as a healthcare staffing company. Since new management’s acquisition in September of 2013, the Company's new business model consist of acquiring attractive land free of zoning restrictions, obtaining the necessary permits, outsourcing developments of the infrastructure and profiting from the sale of the subdivided land units to large residential and commercial building developers. Our website and more information is available at http://ROILandInvestments.com. Our common stock is quoted on the OTC Bulletin Board under the symbol "ROII.OB".

 

Results of Operations

 

Comparison of the Years Ended December 31, 2013 and 2012

 

Lack of Revenues

 

We have limited operational history. From our inception on December 13, 2007 to December 31, 2013 we did not generate any revenues. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

 

Operating Expenses 

 

The Company’s operating expenses decreased by $22,422, or 56.8%, from $39,501 in 2012 to $17,079 in 2013. Operating expenses for 2013 consisted of professional fees related to the preparation, audit and filing of the Company’s quarterly reports of $17,079. Operating expenses in 2012 consisted of professional fees related to the Company’s publicly traded status of $23,820, cost related to the filing of periodic reports with the SEC of $15,020, and $661 of stock transfer agent fees.

 

Liquidity and Capital Resources

 

At December 31, 2013, we had total current assets of $-0- in cash, total current liabilities of $12,026, and working capital deficit of $12,026.

 

Historically, we have financed our cash flow and operations from the sale of common stock.  Net cash provided by financing activities was $95,469 from December 13, 2007 (date of inception) to December 31, 2013, consisting of proceeds from the sale of common stock, an advance from an officer, and the issuance of a $10,000 note payable. The $10,000 debt note was written off by the previous holder and no longer on the books of the Company. 

 

During 2013, we used $11,385 in operations, consisting of net loss of $18,729, offset by expenses paid by a shareholder of $2,800, accrued interest of $1,650 and an increase in accounts payable of $2,894. During 2012, we used $16,396 in operations, consisting of net loss of $40,881 and offset by note payable issued for professional services of $10,000, accrued interest of $1,380, a decrease in prepaid expenses of $1,000 and an increase in accounts payable of $10,105.

 

6
 

 

We have not as yet generated revenue from our operations. We will require additional funds to fully implement our plans. These funds may be raised through equity financing, debt financing, or other sources, which may result in the dilution in the equity ownership of our shares. We currently do not have any guaranteed arrangements for additional financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain financing, a successful marketing and promotion program and, further in the future, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. We will require additional funds to maintain our reporting status with the SEC and remain in good standing with the state of Nevada.

 

Going Concern

 

We have incurred net losses since our inception on December 13, 2007 through December 31, 2013 totaling $122,525 and have implemented only the preliminary stages of our business plan.  We anticipate incurring additional losses before realizing any revenues and will depend on additional financing in order to meet our continuing obligations and ultimately, to attain profitability.  Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain.  Accordingly, our independent auditors’ report on our consolidated financial statements for the year ended December 31, 2013 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our consolidated financial statements describing the circumstances leading to this disclosure.  The consolidated financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

 

Recently Issued Accounting Pronouncements

 

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Item 7a. Quantitative And Qualitative Disclosures About Market Risk

 

Not applicable.

  

 

7
 

 

Item 8. Consolidated Financial Statements and Supplementary Data

 

ROI Land Investments Ltd.

(A Development Stage Company)

December 31, 2013 and 2012

 

 

  Report of Independent Registered Public Accounting Firm   F-2
       
  Consolidated Balance Sheets as of December 31, 2013 and December 31, 2012   F-3
       
  Consolidated Statements of Operations for the Years Ended December 31, 2013 and 2012, and from December 13, 2007 (Inception) through December 31, 2013  

 

F-4

       
  Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2013 and 2012, and from December 13, 2007 (Inception) through December 31, 2013  

 

F-5

       
  Consolidated Statements of Cash Flows for the Years Ended December 31, 2013 and 2012, and from December 13, 2007 (Inception) through December 31, 2013  

 

F-6

       
  Notes to the Consolidated Financial Statements   F-7

 

 

F-1
 

 

 

REPORT OF REGISTERED INDEPENDENT AUDITORS

 

 

To the Board of Directors and Stockholders

of ROI Land Investments Ltd.:

 

We have audited the accompanying consolidated balance sheets of ROI Land Investments Ltd. (a Nevada corporation in the development stage) as of December 31, 2013 and 2012, and the related statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2013 and 2012, and from inception (December 13, 2007) 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.

 

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company 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 purpose of expressing an opinion on the effectiveness of the Company’s internal control 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. An audit also includes 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of ROI Land Investments Ltd. as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years ended December 31, 2013 and 2012, and from inception (December 13, 2007) through December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company is in the development stage, and has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of December 31, 2013, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Respectfully submitted,

 

 

/s/ Weinberg & Baer LLC                

Weinberg & Baer LLC

Baltimore, Maryland

April 14, 2014

 

 

 

F-2
 

 

ROI LAND INVESTMENTS LTD.

(A Development Stage Company)

Consolidated Balance Sheets

 

 

   December 31,   December 31, 
   2013   2012 
         
ASSETS          
           
Current Assets:          
Cash  $   $575 
Total current assets       575 
           
Total assets  $   $575 
           
           
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          
           
Current Liabilities:          
Accounts payable  $9,226   $10,981 
Due to shareholder   2,800     
Notes payable       23,380 
Total current liabilities   12,026    34,361 
           
Stockholders' Equity (Deficit):          
Preferred stock, 50,000,000 shares authorized, par value $0.0001, no shares issued or outstanding        
Common stock, 100,000,000 shares authorized, par value $0.0001, 8,475,500 shares issued and outstanding   848    848 
Additional paid in capital   109,651    69,162 
Deficit accumulated during the development stage   (122,525)   (103,796)
Total stockholders' equity (deficit)   (12,026)   (33,786)
           
Total liabilities and stockholders' equity (deficit)  $   $575 

 

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

 

F-3
 

 

ROI LAND INVESTMENTS LTD.

(A Development Stage Company)

Consolidated Statements of Operations

 

 

   Year Ended December 31,   December 13, 2007 (Inception) to December 31, 
   2013   2012   2013 
             
Revenue  $   $   $ 
                
General and Administrative expenses   17,079    39,501    117,562 
Operating loss   (17,079)   (39,501)   (117,562)
                
Interest Expense   (1,650)   (1,380)   (3,030)
Foreign Currency Loss           (1,933)
Loss before income taxes   (18,729)   (40,881)   (122,525)
                
Provision for Income Taxes            
                
Net loss  $(18,729)  $(40,881)  $(122,525)
                
Basic and Diluted:               
Loss Per Common Share    a       a        
                
Weighted Average Number of Common Shares Outstanding   8,475,500    8,475,500      

  

a = less than $.01 per share

 

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

 

F-4
 

 

ROI LAND INVESTMENTS LTD.

(A Development Stage Company)

Consolidated Statement of Stockholders' Equity (Deficit)

 

 

   Common Stock   Additional Paid in   Deficit Accumulated During the Development   Total Stockholders' Equity 
   Shares   Amount   Capital   Stage   (Deficit) 
                     
Balances - December 13, 2007 (Inception)      $   $   $   $ 
                          
Common stock issued to directors for cash on December 13, 2007 ($0.0001)   5,000,000    500            500 
Balance December 31, 2008   5,000,000    500            500 
                          
Net income for the year               1,815    1,815 
Balance December 31, 2009   5,000,000    500        1,815    2,315 
                          
Common stock issued for cash received in 2009 ($0.02)   215,000    22    4,278        4,300 
Common stock issued for cash ($0.02)   3,260,500    326    64,884        65,210 
Net loss for the year               (13,246)   (13,246)
Balance December 31, 2010   8,475,500    848    69,162    (11,431)   58,579 
                          
Net loss for the year               (51,484)   (51,484)
Balance December 31, 2011   8,475,500    848    69,162    (62,915)   7,095 
                          
Net loss for the year               (40,881)   (40,881)
Balance December 31, 2012   8,475,500    848    69,162    (103,796)   (33,786)
                          
Settlement of debt by stockholders           40,489        40,489 
                          
Net loss for the year               (18,729)   (18,729)
Balance December 31, 2013   8,475,500   $848   $109,651   $(122,525)  $(12,026)

  

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

 

 

F-5
 

 

ROI LAND INVESTMENTS LTD.

(A Development Stage Company)

Consolidated Statements of Cash Flows

 

 

   Year Ended December 31,   December 13, 2007 (Inception) to December 31, 
   2013   2012   2013 
             
OPERATING ACTIVITIES:               
Net loss  $(18,729)  $(40,881)  $(122,525)
Adjustments to reconcile net loss to cash used in in operating activities:               
Note payable issued for professional services       12,000    12,000 
Expenses paid by shareholder   2.800        2,800 
Accrued interest on notes payable   1,650    1,380    3,030 
(Increase) decrease in prepaid expenses       1,000     
Increase in accounts payable   2,894    10,105    9,226 
Net cash used in operating activities   (11,385)   (16,396)   (95,469)
                
 FINANCING ACTIVITIES:               
Proceeds from issuance of note payable       10,000    10,000 
Advance from officer   10,810        15,459 
Proceeds from common stock subscriptions           70,010 
Cash provided by financing activities   10,810    10,000    95,469 
                
Net Increase (Decrease) in Cash   (575)   (6,396)    
                
Cash, Beginning of Period   575    6,971     
                
Cash, End of Period  $   $575   $ 
                
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION               
Cash paid during the period for:               
Interest  $   $   $ 
Income taxes  $   $   $ 

 

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

 

 

F-6
 

 

ROI LAND INVESTMENTS LTD.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

 

NOTE 1. NATURE OF BUSINESS, PRESENTATION AND GOING CONCERN

 

Organization

 

The Company was incorporated under the laws of the state of Nevada on December 13, 2007. The Company has limited operations, is considered a development stage company and has not yet realized any revenues from its planned operations.

 

ROI Land Investments Ltd. as of September 17th, 2013 was a provider of specialized healthcare staffing to small and medium sized businesses. The Company had recruited healthcare professionals on assignments of varied duration and in permanent positions with clients in the United States. The services included hiring administration, information technology, sales and at the executive level.

 

On September 17th, 2013 Lamar Investment Ltd purchased 5,000,000 shares of restricted stock of Conex Md Inc., representing 59% of the shares in the Company from its two then-current Directors, Dr. Jacob Bar Ilan and Dr. Ely Steinberg for $230,000.00 in cash. Subsequently the Shareholders of the Company voted in the two current Directors, Patrick Bragoli & Sebastien Cliche, as noted in the 8-K filed September 25 th, 2013. Additionally, on October 28 th, 2013, FINRA gave final approval to a name change to ROI Land Investments Ltd and the ticker symbol to the current ROII to better reflect the new direction of the Company.

 

ROI Land Investments, Ltd now specializes in land development. The Company's new business model consist of acquiring attractive land free of zoning restrictions, obtaining the necessary permits, outsourcing developments of the infrastructure and profiting from the sale of the subdivided land units to large residential and commercial building developers.

 

On November 15, 2013, the Company organized ROI Dev Canada Inc. (ROI Dev”), a Canada Chart corporation, as a wholly-owned subsidiary. ROI Dev was organized to acquire and manage land acquisitions.

 

Basis of Presentation

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission (“SEC”). 

 

Development Stage Enterprise

 

The Company is a development stage entity, as defined in ASC 915 “Development Stage Entities” which codified Statement of Financial Accounting Standards No. 7 (SFAS 7).  The Company's planned principal operations have not fully commenced.

 

F-7
 

 

Going Concern

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has incurred net losses of $18,729 and $51,484 for the years ended December 31, 2013 and 2012, respectively, and has incurred cumulative losses since inception of $122,525. The Company has a stockholders’ deficit of $12,026 at December 31, 2013. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

 

The ability of the Company to continue as a going concern is dependent upon its abilities to generate revenues, to continue to raise investment capital, and develop and implement its business plan.  No assurance can be given that the Company will be successful in these efforts.

 

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. No assurance can be given that the Company will be successful in these efforts.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES  

 

Use of Estimates

 

The preparation of consolidated 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 and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of ROI Land Investments Ltd. and its wholly-owned subsidiary, ROI Dev Canada Inc. All significant inter-company balances and transactions have been eliminated in consolidation.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.

 

Fair Value of Financial Instruments

 

ASC 825 "Financial Instruments" codified Statement of Financial Accounting Standard No. 107, Disclosures about fair value of financial instruments, requires that the Company disclose estimated fair values of financial instruments. Unless otherwise indicated, the fair values of all reported assets and liabilities, which represent financial instruments, none of which are held for trading purposes, approximate the carrying values of such amounts.

 

F-8
 

 

ASC 825 "Financial Instruments" codified Statement of Financial Accounting Standard No. 107, Disclosures about fair value of financial instruments, requires that the Company disclose estimated fair values of financial instruments. Unless otherwise indicated, the fair values of all reported assets and liabilities, which represent financial instruments, none of which are held for trading purposes, approximate the carrying values of such amounts.

 

Income Taxes

 

Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the consolidated financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.

 

The FASB has issued ASC 740 “Income Taxes”. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the consolidated financial statements.

 

As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company has not met the more-likely-than-not threshold as of December 31, 2013.

 

Earnings (Loss) per Share

 

The Company computes income (loss) per share in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) ASC Topic 260, “Earnings Per Share", which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.  As of December 31, 2013 and 2012, respectively, there were no common share equivalents outstanding.

 

F-9
 

 

Recently issued accounting pronouncements


In February 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2013-04,”Liabilities (Topic 405)”, which provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. ASU 2013-04 is effective for fiscal years beginning after December 15, 2013. We do not believe the adoption of ASU 2013-04 will have a material effect on the Company’s consolidated financial statements.

 

In February 2013, the FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” ASU 2013-02 requires disclosure of the amounts reclassified out of each component of accumulated other comprehensive income and into net earnings during the reporting period and is effective for reporting periods beginning after December 15, 2012. We do not believe the adoption of ASU 2013−02 will have a material impact on the measurement of net earnings or other comprehensive income.

 

In December 2011, the FASB issued ASU 2011-11, “Disclosures about Offsetting Assets and Liabilities” and in January 2013, the FASB issued ASU 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”. ASU 2011-11, as clarified, enhances disclosures surrounding offsetting (netting) assets and liabilities. The clarified standard applies to derivatives, repurchase agreements and securities lending transactions and requires companies to disclose gross and net information about financial instruments and derivatives eligible for offset and to disclose financial instruments and derivatives subject to master netting arrangements in financial statements. The clarified standard did not have a material effect on our financial position or results of operations.

 

In October 2012, the FASB issued ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update is effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 did not have a material impact on our financial position or results of operations.

 

Management does not believe any recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s present or future financial statements.

 

NOTE 3. NOTES PAYABLE

 

On March 1, 2012, the Company issued a promissory note in the amount of $10,000, the proceeds from which were used to pay professional fees related to the Company’s publicly traded status. The promissory note accrued interest at an annual rate of 10% and the principal and unpaid interest were due on March 1, 2013. On September 30, 2013, the balance of the note was forgiven and recorded as additional paid in capital.

 

F-10
 

 

On July 16, 2012, the Company issued a $12,000 promissory note to a third party investor in return for his payment of DTC Advisory Fees totaling $12,000. The note accrued interest at an annual rate of 10% and matured one year from the date of issuance. On September 30, 2013, the balance of the note was forgiven and recorded as additional paid in capital.

 

NOTE 4. INCOME TAXES

 

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. As of December 31, 2013, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is $122,525 and will expire 20 years from the date the loss was incurred.

 

As at December 31, 2013 and 2012, deferred tax assets consisted of the following:

 

   December 31, 
   2013   2012 
         
Net operating losses (estimated tax rate 15%)  $18,380   $15,072 
Less: valuation allowance   (18,380)   (15,072)
Net deferred tax asset  $   $ 

 

NOTE 5. STOCKHOLDERS’ EQUITY (DEFICIT)

 

Authorized

 

The Company is authorized to issue 100,000,000 shares of $0.0001 par value common stock and 50,000,000 shares of preferred stock, par value $0.0001. All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

 

Issued and Outstanding

 

On December 13, 2007, the Company issued 2,500,000 common shares to each of its Directors for cash consideration of $0.0001 per share.

 

Since inception (December 13, 2007) to October 31, 2010, the Company accepted subscriptions for 3,475,500 shares of common stock from 36 investors pursuant to a series of private placement transactions which closed on July 1, 2010. The private placements were not subject to any minimum investment, and were priced at $0.02 per share, for aggregate gross proceeds of approximately $69,510.

 

F-11
 

 

During the year ended December 31, 2009, the Company received proceeds of $4,300 for the sale of common stock that was issued In July 2010.

 

NOTE 6. RELATED PARTY TRANSACTIONS

 

On December 13, 2007, the Company issued 2,500,000 common shares to each of its Directors for cash consideration of $0.0001 per share.

 

During the year ended December 31, 2010, the Company paid two members of its board of directors professional fees totaling $9,280.

 

During the year ended December 31, 2013, an officer of the Company advanced $8,250 to the Company for the payment of professional fees. These amounts were forgiven in September 2013 and recorded as additional paid in capital.

 

During the year ended December 31, 2013, a stockholder paid approximately $7,200 of accounts payable on behalf of the Company. Such amounts were forgiven in September 2013 and recorded as additional paid in capital.

 

During the three months ended December 31, 2013, a stockholder paid $2,800 of professional fees on behalf of the Company. The balance of $2,800 is outstanding at December 31, 2013.

 

NOTE 7. SUBSEQUENT EVENTS

 

On January 14, 2014, pursuant to stock purchase agreements, the Company issued 546,571 shares of the Company’s common stock to three investors for a total purchase price of $191,300.

 

On March 24, 2014, the Company executed a Definitive Agreement for the purchase of land from 9284-0784 Québec Inc. through its wholly owned subsidiary ROI Dev Canada Inc. The land consists of 1,971,000 square feet in suburban Quebec and is known as the “Beauport/Cambert Project”. Per the terms of the Agreement, the total cost of the purchase is $5,372,205, of which $272,529 was tendered upon execution as a firm initial deposit, with a second deposit of $4,542,151 to be provided shortly and the final balance of $557,525 due on or before June 1, 2014. The Company’s directors, Patrick Bragoli and Sebastien Cliche, each own 16.67% of 9284-0784 Quebec Inc.

 

The Company has evaluated subsequent events through the date the consolidated financial statements were issued and filed with Securities and Exchange Commission. The Company has determined that there are no other events that warrant disclosure or recognition in the financial statements.

 

F-12
 

 

ITEM 9. Changes in and disagreements with accountants on accounting and financial disclosure.

 

None.

 

Item 9a. Controls and Procedures

 

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934,as amended (the "Exchange Act"), as of December 31, 2013, we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company's management and Chief Executive Officer. Based upon the results of that evaluation, our management has concluded that, as of December 31, 2013, our Company's disclosure controls and procedures were effective and provide reasonable assurance that material information related to our Company required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management to allow timely decisions on required disclosure.

 

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

 

  · Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 

  · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

 

  · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

 

Management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company's disclosure controls and internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time, control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

 

With the participation of the Chief Executive Officer and Chief Financial Officer, our management evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 2013 based upon the framework in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management has concluded that, as of December 31, 2013, the Company had material weaknesses in its internal control over financial reporting. Specifically, management identified the following material weaknesses at December 31, 2013:

 

1.Lack of oversight by independent directors in the establishment and monitoring of required internal controls and procedures;
2.Lack of functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
3.Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;
4.Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

 

As a result of the material weaknesses described above, management has concluded that, as of December 31, 2013, we did not maintain effective internal control over financial reporting, involving the preparation and reporting of our financial statements presented in conformity with GAAP.

 

8
 

 

 

To remediate our internal control weaknesses, management intends to implement the following measures:

 

·The Company will add sufficient number of independent directors to the board and appoint an audit committee.
·The Company will hire sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.
·Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

 

The additional hiring is contingent upon the Company’s efforts to obtain additional funding through equity or debt for its continued operational activities and corporate expenses. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

 

We understand that remediation of material weaknesses and deficiencies in internal controls is a continuing work in progress. However, remediation of any known deficiency is among our highest priorities. Our management will periodically assess the progress and sufficiency of our ongoing initiatives and make adjustments as and when necessary.

 

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 rules of the SEC 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 described above during the quarter ended December 31, 2013 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.

 

PART III

 

Item 10. Directors, Executive Officers And Corporate Governance

 

The name, age and position of each of our directors and executive officers are as follows:

  

 

Name (1)   Age   Position  
  Patrick Bragoli   41   Director
         
  Sebastien Cliche   30   Director
         

(1) Unless otherwise noted, the address of each person or entity listed is that of our Corporate offices.

 

The directors named above will serve until the next annual meeting of the stockholders or until his respective resignation or removal from office. Thereafter, directors are anticipated to be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the discretion of the Board of Directors, absent any employment agreement, of which none currently exists or is contemplated.

 

Patrick Bragoli, Director & CEO

Mr. Bragoli is an experienced business developer with specialty in marketing and management. He has worked on several corporate restructuring and fund raising mandates. Mr. Bragoli is the founder and director of Sojo Inc., an investment company active in various industries such as: land development, TV production, and aesthetic medicine. He is also shareholder of Terrain Dev Inc., a land development company that has developed more than 500 lots over the past 7 years. He is also a General Partner in Azur & Capital Real Estate Fund - Quebec.

 

9
 

 

Sébastien Cliche, Director, Interim Chief Financial Officer and VP Operations

Mr. Cliche is a real estate developer; he is currently involved in several development projects in Quebec City. In the last 10 years, Mr. Cliche contributed to the development of more than 500 residential units and commercial properties. His peers describe him as a dynamic, methodical entrepreneur, and one of the best positioned individuals to take advantage of real estate development in Quebec City and the eastern part of the province. He is also a General Partner in Azur & Capital Real Estate Fund - Quebec.

 

Indemnification of Directors and Officers

 

Nevada Corporation Law allows for the indemnification of officers, directors, and any corporate agents in terms sufficiently broad to indemnify such persons under certain circumstances for liabilities, including reimbursement for expenses, incurred arising under the 1933 Act. The Bylaws of the Company provide that the Company will indemnify its directors and officers to the fullest extent authorized or permitted by law and such right to indemnification will continue as to a person who has ceased to be a director or officer of the Company and will inure to the benefit of his or her heirs, executors and Consultants; provided, however, that, except for proceedings to enforce rights to indemnification, the Company will not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred will include the right to be paid by the Company the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition.

 

The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company similar to those conferred to directors and officers of the Company. The rights to indemnification and to the advancement of expenses are subject to the requirements of the 1940 Act to the extent applicable.

 

Furthermore, the Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or another company against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.

 

Significant Employees and Consultants

 

Our two officers and directors, Patrick Bragoli and Sebastien Cliche are not employees of the Company. Both Directors are an independent contractor/consultant to the Company.

 

10
 

 

Conflicts of Interest

 

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our Board of Directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is an early development stage company and has only two directors, and to date, such two directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

 

Other than as described above, we are not aware of any other conflicts of interest of our executive officers and directors.

 

Involvement in Certain Legal Proceedings

 

There are no legal proceedings that have occurred since our incorporation concerning our directors which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

 

Stockholder Communications with the Board

 

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.

 

11
 

 

Item 11. Executive Compensation

 

The table below summarizes all compensation awarded to, earned by, or paid to our officers for all services rendered in all capacities to us for the fiscal periods indicated.

 

Name and Principal Position

 

     

 

Year

 

Salary ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation
($)

Nonqualified Deferred Compensation
($)

All Other Compensation ($)

Total
($)

Patrick Bragoli       2013   - - - - - - - -  
Sebastien Cliche         2013   - - - - - - - -  
                                           

No Director has received any salary for services rendered in 2013.

 

Stock Option Grants

 

We have not granted any stock options to our executive officers since our inception. Upon the further development of our business, we will likely grant options to directors and officers.

 

Employment Agreements

 

The Company is not a party to any employment agreement and has no compensation agreement with any of its officers or Directors to date.

 

Director Compensation

 

The following table sets forth director compensation for the years ended December 31, 2013 and 2012:

 

Name and Principal Position

 

Year

 

Fees Earned in Cash ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation
($)

Nonqualified Deferred Compensation
($)

All Other Compensation
($)

Total
($)

Dr. Ely 2013 - - - - - - -
Steinberg 2012 3,500 - - - - - 3,500
                 
Dr. Jacob 2013 - - - - - - -
Bar-Ilan 2012 3,500 - - - - - 3,500
                 
Patrick Bragoli 2013 - - - - - - -
                 
Sebastien Cliche 2013 - - - - - - -

 

 

12
 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

 

The following table lists, as of December 31, 2013, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

 

The percentages below are calculated based on 8,475,500 shares of our common stock issued and outstanding as of December 31, 2013. We do not have any outstanding warrants, options or other securities exercisable for or convertible into shares of our common stock.

  

Title of Class  Name and Address of Beneficial Owner (1)   Number of Shares Owned Beneficially   Percentage of Class Owned 
Common Stock               
    

Efrat Esther Tsiklag

Givatayim, Israel

    430,775    5.1%
                
    

LLamar Investment, LMajuro, 96960

Marshall Islands

    1, 205,714     14.2%
                
All officers and directors as a group        0    0%

 

 

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Item 13. Certain Relationships and Related Transactions and Director Independence

 

Potential Conflicts of Interest

 

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

  

Director Independence

 

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” Our determination of independence of directors is made using the definition of “independent director” contained in Rule 4200(a) (15) of the Marketplace Rules of the NASDAQ Stock Market (“NASDAQ”), even though such definitions do not currently apply to us because we are not listed on NASDAQ. We have determined that none of our directors currently meet the definition of “independent” as within the meaning of such rules as a result of their current positions as our executive officers.

 

Certain Relationships and Related Transactions

 

Pursuant to stock a Subscription Agreement dated December 13, 2007, we offered and sold 2,500,000 shares of our common stock to Dr. Ely Steinberg our President and a Director, at a purchase price of $0.0001 per share, for aggregate proceeds of $250.

 

Pursuant to stock a Subscription Agreement dated December 13, 2007, we offered and sold 2,500,000 shares of our common stock to Dr. Jacob Bar-Ilan our Secretary, Treasurer and a Director, at a purchase price of $0.0001 per share, for aggregate proceeds of $250.

 

No stock has been offered or sold to new management since coming into office as of the date of this report.

 

 

Item 14. Principal Accounting Fees and Services

 

Audit Fees

 

The aggregate fees billed during the fiscal years ended December 31, 2013 and 2012 for professional services rendered by Weinberg & Baer LLC, with respect to the audits of our 2013 and 2012 financial statements, as well as their quarterly reviews of our interim financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods, were as follows:

 

   Year Ended December 31, 2013   Year Ended December 31, 2012  
Audit Fees and Audit Related Fees  $9,400   $7,900 
Tax Fees        
All Other Fees        
TOTAL  $9,400   $7,900 

 

In the above table, "audit fees" are fees billed by our Company's external auditor for services provided in auditing our Company's annual financial statements for the subject year. "Audit-related fees" are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of our company's financial statements. "Tax fees" are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning.

 

"All other fees" are fees billed by the auditor for products and services not included in the foregoing categories.

 

Pre Approval Policies and Procedures

 

We do not have a separately designated Audit Committee. The Board of Directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the Board of Directors either before or after the respective services were rendered.

 

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Item 15. Exhibits, Financial Statement Schedules

   

Exhibit Description
Exhibit 31.1 Rule 13a-14(a) Certification by the Chief Executive Officer  *
Exhibit 31.2 Rule 13a-14(a) Certification by the Chief Financial Officer  *
Exhibit 32.1 Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  *
Exhibit 32.2 Certification by the Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to 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 **

 

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SIGNATURES

 

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.

 

  ROI LAND INVESTMENTS LTD.  
     
     
Date: April 14, 2014 By: /s/ Patrick Bragoli  
    Patrick Bragoli, Director, CEO  
       
       
Date: April 14, 2014 By: /s/ Sebastien Cliche  

 

 

Sebastien Cliche, Director, Interim CFO

 

 

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