UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 10-Q

 

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

 

For the Quarter ended November 30, 2014

 

¨	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. 333-170091

 

MIX 1 LIFE INC.

(Exact name of registrant as specified in its charter)

 

Nevada		EIN 68-0678499
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification Number)

 

10575 N. 114th Street, Suite 103

Scottsdale, AZ 85259

480-344-7770

(Address and telephone number of principal executive offices)

 

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. x Yes    ¨ No 

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act). ¨   Yes   x No 

 

As of January 13, 2015, the registrant had 11,369,111 shares of common stock issued and outstanding.

 

 

 

Special Note Regarding Forward-Looking Statements

 

Information included in this Quarterly Report on Form 10-Q contains forward-looking statements that reflect the views of the management of the Company with respect to certain future events. Forward-looking statements made by penny stock issuers such as the Company are excluded from the safe harbor in Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Words such as “expects,” “should,” “may,” “will,” “believes,” “anticipates,” “intends,” “plans,” “seeks,” “estimates” and similar expressions or variations of such words, and negatives thereof, are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this report. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that matters anticipated in our forward-looking statements will come to pass.

 

Forward-looking statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those anticipated. Such risk and uncertainties include, without limitation, those described herein under Risk Factors set forth in Part II, Item 1A.

 

You are cautioned not to place undue reliance on forward-looking statements. You are also urged to review and consider carefully the various disclosures made in the Company’s other filings with the Securities and Exchange Commission (“SEC”), including amendments to those filings, if any. Except as may be required by applicable laws, the Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

2

 

INDEX TO FINANCIAL STATEMENTS

MIX 1 LIFE, INC.

(A DEVELOPMENT STAGE COMPANY)

 

TABLE OF CONTENTS

 

Balance Sheets as of November 30, 2014 (unaudited) and August 31, 2014 (audited)			4
Statements of Operations (unaudited) for the three months ended November 30, 2014 and 2013; and the period from inception (June 10, 2009) to November 30, 2014			5
Statements of Cash Flows (unaudited) for the three month period ended November 30, 2014 and 2013; and the period from inception (June 10, 2009) to November 30, 2014			6
Notes to the unaudited Financial Statements			7

 

3

 

Mix 1 Life, Inc.

 (A Development Stage Company)

BALANCE SHEETS

 

				November 30,				August 31,
				2014				2014
				(Unaudited)				(Audited)
ASSETS
Current Assets:
	Cash and cash equivalents			$	46,673			$	91,794
	Inventory, lower of cost or market, principally first-in, first-out				461,102				580,607
	Accounts receivable				241,164				-
	Notes receivable				234,900				-
	Other current assets				51,695				27,963
		Total Current Assets			1,035,534				700,364
Fixtures and Equipment, net of accumulated depreciation of $620 at November 30, 2014 and $413 at August 31, 2014					5,168				5,375
Ingredient Specifications, Branding, and Other Intangible Assets, net of accumulated amortization of $429,643 at November 30 2014, and zero at August 31, 2014					19,450,357				19,880,000
TOTAL ASSETS				$	20,491,059			$	20,585,739
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
	Accounts payable and accrued liabilities			$	111,767			$	218,330
	Accounts payable - related parties				263,458				349,038
	Note payable - premium finance				6,307				15,932
		Total Current Liabilities			381,532				583,300
12% Senior Secured Convertible Debentures					750,000				500,000
		Total Liabilities			1,131,532				1,083,300
Shareholders' Equity:
	Common Stock, $0.001 par value, 100,000,000 shares authorized 11,418,740 and 10,880,796 shares issued and outstanding at November 30, 2014 and August 31, 2014 respectively				11,419				10,881
	Additional paid-in capital				22,430,242				21,547,848
	(Deficit) accumulated during the development stage				(3,082,134	)			(2,056,290	)
		Total Shareholders' Equity			19,359,527				19,502,439
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY				$	20,491,059			$	20,585,739

 

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

 

4

 

Mix 1 Life, Inc.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

For the three months ended November 30, 2014 and 2013 and

For the Period from June 10, 2009 (Inception) to November 30, 2014

(Unaudited)

 

												Period from
												June 10, 2009
												(Inception) to
				2014				2013				November 30, 2014
Gross Sales				$	242,476			$	-			$	244,480
	Costs of goods sold				(212,040	)			-				(218,806	)
Gross Margin					30,436				-				25,674
Operating Expenses
	Selling and marketing				44,316				24,195				146,243
	Corporate general and administrative				488,226				273,624				1,924,055
	Depreciation and amortization expense				429,850				-				430,263
	Total operating expenses				962,392				297,819				2,500,561
Loss from Operations					(931,956	)			(297,819	)			(2,474,887	)
Other (Expenses)
	Interest expense				(93,888	)			-				(607,247	)
Loss before income taxes					(1,025,844	)			(297,819	)			(3,082,134	)
Provision from Income Taxes					-				-				-
Net (Loss)				$	(1,025,844	)		$	(297,819	)		$	(3,082,134	)
(Loss) per share
	Basic and fully diluted:
		Weighted average number of shares outstanding			11,154,682				9,770,000
		(Loss) per share		$	(0.09	)		$	(0.03	)

 

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

 

5

 

Mix 1 Life, Inc.

(A Development Stage Company)

STATEMENTS OF CASH FLOW

For the three months ended November 30, 2014 and 2013 and

For the Period from June 10, 2009 (Inception) to November 30, 2014

(Unaudited)

 

				2014				2013				Period from June 10, 2009 (Inception) to November 30, 2014
Cash flows from operating activities:
Net (loss)				$	(1,025,844	)		$	(297,819	)		$	(3,082,134	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Common stock issued for services					29,655				71,500				66,935
Common stock issued for services - related parties					78,601				30,000				374,310
Common stock issued for officers' and directors' fees					17,504				84,000				166,503
Common stock issued for interest					2,502				-				2,502
Convertible note loan fees					-				-				194,445
Valuation of warrants on convertible debt					74,920				-				350,716
Depreciation and Amortization					429,850				-				430,263
Changes in Current Assets and Liabilities
Inventory					119,505				-				(461,102	)
Accounts receivable					(241,164	)			-				(241,164	)
Notes receivable					(234,900	)			-				(234,900	)
Other current assets					(23,732	)			-				(51,695	)
Accounts payable and accrued liabilities					(106,563	)			-				111,767
Accounts payable - related parties					(85,580	)			89,726				263,458
		Net cash (used) in by operating activities			(965,246	)			(22,593	)			(2,110,096	)
Cash flows from investing activities:
Purchase of office equipment					-				-				(5,788	)
Net cash provided by (used in) investing activities					-				-				(5,788	)
Cash flows from financing activities
Loans from officer					-				22,600				33,400
Repayments to officer					-				-				(30,400	)
Convertible note proceeds					250,000				-				750,000
Sale of common stock					679,750				20,000				1,403,250
Premium finance payments					(9,625	)			-				6,307
		Net cash provided by financing activities			920,125				42,600				2,162,557
		Net increase in cash and cash equivalents			(45,121	)			20,007				46,673
		Cash and cash equivalents, beginning of year			91,794				-				-
		Cash and cash equivalents, end of year		$	46,673			$	20,007			$	46,673
Supplemental cash flow disclosures:
	Cash paid during the year for:
		Interest		$	16,466			$	-			$	49,060
		Income taxes		$	-			$	-			$	-
Non-cash investing and financing activities:
	Common stock issued for purchase of Mix1 assets			$	-			$	-			$	19,880,000
	Purchase of Mix1 assets				-				-				(19,880,000	)
	Forgiveness of debt - Officer				-				-				(3,000	)
	Forgiveness of debt contributed to capital				-				-				3,000
	Cancellation of common stock				-				-				(3,333	)
	Cancellation of common stock - paid in capital				-				-				3,333
	Cashless exercise of warrants				-				-				374
	Cashless exercise of warrants - paid in capital				-				-				(374	)
				$	-			$	-			$	-

 

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

 

6

 

Mix 1 Life, Inc.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

November 30, 2014

(Unaudited)

 

Note 1 – Description of Business and Summary of Significant Accounting Policies

 

Mix1 Life, Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on June 10, 2009. The Company is in the development stage as defined under statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 “Development-Stage Entities.” On August 27, 2013, the Company purchased all of the product specifications and branding of Mix1 nutritional products.

 

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on its 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim period 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 the year ended August 31, 2014, as reported in the Form 10-K, have been omitted.

 

There financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has limited cash and, as yet, has not generated any substantial revenues, 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, sales, loans from investors and/or issuance of common shares.

 

Note 2 – Stock Transactions

 

During the three months ending November 30, 2014, the Company sold 453,167 shares of its common stock in private placements for $1.50 per share. There were 19,270 shares of common stock issued to non-related parties for various services rendered to the Company valued at $29,655, 52,401 shares of common stock issued to related parties as payroll and consulting fees valued at $78,601, and 834 shares of common stock issued as interest expense valued at $2,502. There were 11,669 shares issued as officer and directors fees valued at $17,504.

 

Note 3- Note Receivable

 

In October 2014, the Company loaned $234,900 to a beverage distributor and consulting firm with which it does business. The note is a 5 percent simple interest note due December 1, 2014. 

 

Note 4 – Convertible Note

 

During the three months ending November 30, 2014 the Company entered into a convertible debt agreement for $250,000. Terms of this transaction include annual interest rate of 12% due November 5th, 2016, the option to convert debt into equity at $3.00 per share, and 41,667 stock purchase warrants. The warrants were valued using the Black Scholes valuation method at $74,290 calculated using a stock price of $6.13, a 5 year term, risk-free rate of interest of 1.64% and a volatility of 17.37%.

 

Note 5 – Subsequent Events

 

We have evaluated events and transactions after the balance sheet date to the date these financials statements were released for filing. We did not have any material subsequent events that would require disclosure in these financial statements.

  

7

  

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

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Information included in this Quarterly Report Form 10-Q contains forward-looking statements that reflect the views of the management of the Company with respect to certain future events. Forward-looking statements made by penny stock issuers such as the Company are excluded from the safe harbor in Section 21E of the Securities Exchange Act of 1934. Words such as “expects,” “should,” “may,” “will,” “believes,” “anticipates,” “intends,” “plans,” “seeks,” “estimates” and similar expressions or variations of such words, and negatives thereof, are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this report. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that matters anticipated in our forward-looking statements will come to pass.

 

You are cautioned not to place undue reliance on forward-looking statements. You are also urged to review and consider carefully the various disclosures made in the Company’s other filings with the Securities and Exchange Commission, including any amendments to those filings. Except as may be required by applicable laws, the Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

GENERAL

 

Corporate History

 

The Company was incorporated in the State of Nevada on June 10, 2009 under the name Antaga International Corp. We are in the business of formulation and distribution of nutritional supplements which are designed to have a positive effect on health, well-being and improve physical and mental performance.

 

On August 27, 2013, the Company entered into a Definitive Agreement (the “Definitive Agreement”) with Mix1 LLC, an Arizona company, “Mix1.” Pursuant to the Definitive Agreement, the Company acquired 100% of certain assets owned by Mix1, including, but not limited to, access to the Mix1 brand name, product formulas, packaging design specifications, vendor/supplier lists, market research reports, product sales sheets, social media assets, other work product and full rights to market and sell such assets and conduct business with the assets (the “Acquisition”). In exchange for the assets, the Company issued 3,333,333, post reverse, new shares of common stock to Mix1. On September 12, 2013, the Company changed its name to Mix1 Life, Inc. to reflect its new business. On November 1, 2013, the Company changed its trading symbol from “ANTR.OB” to “MIXX.OB”. The Company is now focused on the continued development, marketing, sale and distribution of Mix1 protein drinks and is currently a development stage company.

 

Our Business

 

The Company’s business focuses on creating products with natural, high-quality ingredients that are truly functional. We believe all natural products are better than artificial ones and are the key to leading a healthy balanced life. As a company we want to improve people’s lives by promoting active lifestyles and overall health. These beliefs are what lead to creating Mix1. We strive to help you make healthy choices during your busy day in order to help you feel your best not only today, but every day.

 

Mix1 has begun to manufacture and distribute these products in 2014.

 

Mix1’s product development was finalized and market tested in such national retailers as Whole Foods, Kroger, Ralphs and Bristol Farms. Mix1 is the premium nutritional shake made with natural ingredients and vitamins and minerals. Complete balanced macronutrient mix: protein, vitamins and minerals, fiber, healthy fat, antioxidants, no artificial sweeteners or preservatives.

 

Mix1’s mission:

 

“Create products with natural, high-quality ingredients that are truly functional. We believe all natural products are better than artificial ones and are the key to leading a healthy balanced life. As a company we want to improve people’s lives by promoting active lifestyles and overall health. These beliefs are what lead to creating Mix1. Never again will you miss getting the necessary nutrients because you were too busy to eat. We strive to help you make healthy choices during your busy day in order to help you feel your best not only today, but every day.”

 

8

 

Over the last twelve months, we have reformulated and re-packaged three Mix1 shake flavors (Blueberry Vanilla, Strawberry Banana and Chocolate) in order to strengthen our mass consumer appeal. Key product and strategy changes include:

 

·	Improving the overall taste.
·	Significantly increasing protein content.
·	Developing high impact bottle and packaging.
·	Targeting optimal product placement in grocery channel (beverage versus weight management).
·	Planning for channel diversification to include convenience, wholesale club and mass retailers.

 

We recently partnered with a large specialty beverage manufacturer on the production of our three flavors. Our first production run of the reformulated beverages was in May 2014, and we intend to distribute to a targeted set of retailers in the western United States. We began distribution of the Mix1 products in June 2014. Our objective during 2015 is to bring the Mix1 brand back into circulation via direct store delivery (“DSD”) and natural distributors in many of the same markets and stores that previously carried Mix1 (including national retail chains). We expect significant revenue growth beginning in of 2015 as we expand distribution, sales and marketing activities.

 

RESULTS OF OPERATIONS

 

THREE MONTH PERIOD ENDED NOVEMBER 30, 2014 COMPARED TO THE THREE MONTH PERIOD ENDED NOVEMBER 30, 2013.

 

Operating and Net Loss

 

Our net loss for the three month period ended November 30, 2014 was $1,025,844 compared to a net loss of $297,819 during the three month period ended November 30, 2013. Our net loss for the year ended August 31, 2014 was $1,995,519 compared to a net loss of $32,771 for the year ended August 31, 2013. Our net loss from inception (June 10, 2009) to November 30, 2014 was $3,082,134. During the three month period ended November 30, 2014, the Company did not generate any substantial revenue.

 

Operating expenses for the three month period ended November 30, 2014 were $962,392 and is comprised of selling and marketing, corporate general and administrative expenses, and depreciation and amortization expenses. Operating expenses for the three month period ended November 30, 2013 were $297,819 comprised of selling and marketing, corporate general and administrative expenses. Total operating expenses since inception (June 10, 2009) to November 30, 2014 was $2,500,561.

 

The weighted average number of shares outstanding was 11,154,682 for the three month period ended November 30, 2014 and 9,770,000 for the three month period ended November 30, 2013. The weighted average number of shares outstanding was 10,013,939 for the year ended August 31, 2014.

 

Financial Condition

 

As of November 30, 2014, our total assets were $20,491,059 as compared to $20,585,739 as of August 31, 2014, and our total liabilities as of November 30, 2014 were $1,131,532 as compared to $1,083,300 as of August 31, 2014.

 

As of November 30, 2014 the Company’s cash balance was $46,673 compared to $91,794 at August 31, 2014.

 

Stockholders’ equity was $19,359,527 as of November 30, 2014 as compared to $19,502,439 as of August 31, 2014.

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities. For the three month period ended November 30, 2014, net cash flows used in operating activities was $965,246. For the three month period ended November 30, 2013, net cash flows used in operating activities was $22,593. From Inception (June 10, 2009) through November 30, 2014, net cash used in operating activities was $2,110,096.

 

9

 

Cash Flows from Investing Activities

 

For the three month period ended November 30, 2014, net cash flows used in investing activities was $NIL. For the three month period ended November 30, 2013, net cash flows used in investing activities was $NIL. From Inception (June 10, 2009) through November 30, 2014, net cash used in investing activities was $5,788.

 

Cash Flows from Financing Activities

 

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the three month period ended November 30, 2014, there was $920,125 net cashed provided by financing activities which consisted of $250,000 cash generated from convertible note proceeds and $679,750 cash generated for the sale of common stock, offset by $9,625 in premium finance payments. For the three month period ended November 30, 2013, there was $42,600 net cash provided by financing activities, consisting of $22,600 in loans from officers and $20,000 from the sale of common stock. For the period from inception (June 10, 2009) to November 30, 2014, net cash provided by financing activities was $2,162,557.

 

Liquidity and Capital Resources

 

As of November 30, 2014 the Company’s cash balance was $46,673 compared to $91,794 at August 31, 2014.

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities, and future credit facilities or corporate borrowings. Our working capital requirements are expected to increase in line with the growth of our business.

 

Advances, debt instruments and sale of stock are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments.

 

In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 

Off-Balance Sheet Arrangements

 

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

 

Future Financings

 

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations.

 

CRITICAL ACCOUNTING POLICIES

 

We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States (“GAAP”). We describe our significant accounting policies in the notes to our audited financial statements filed with our Form 10-K for the fiscal year ended August 31, 2014, filed with the SEC on November 28, 2014 and incorporated by reference herein.

 

Some of the accounting policies involve significant judgments and assumptions by us that have a material impact on the carrying value of our assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgment and assumptions we use are based on historical experience and other factors that we believe to be reasonable under the circumstances. Because of the nature of the judgments and assumptions we make, actual results could differ from these judgments and estimates and could materially affect the carrying values of our assets and liabilities and our results of operations.

 

10

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4T. CONTROLS AND PROCEDURES

 

Management’s Report on Disclosure Controls and Procedures

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of November 30, 2014 using the criteria established in “ Internal Control - Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of November 30, 2014, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

 

1.

We did not implement appropriate information technology controls – As at November 30, 2014, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

 

Accordingly, the Company concluded that this control deficiency resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

 

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of November 30, 2014 based on criteria established in Internal Control—Integrated Framework issued by COSO.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of November 30, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this quarterly report.

 

11

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our directors, officers or any affiliates, or any registered or beneficial shareholder is an adverse party or has a material interest adverse to our interest.

 

ITEM 1A. RISK FACTORS

 

RISKS RELATED TO OUR BUSINESS

 

The Company has a limited operating history and virtually no revenues from operations.

 

The Company is a development stage company and, therefore, the Company is subject to many risks common to enterprises with limited operating histories, including potential under-capitalization, limitations with respect to personnel, financial and other resources, and limited revenue sources. The Company’s ability to successfully generate sufficient revenues from operations is dependent on a number of factors, including the availability of funds to fund its current and anticipated operations. There can be no assurance that the Company will not encounter setbacks with the on-going development and implementation of its business strategy, or that funding will be sufficient to allow it to fully execute its business plan. The inability to raise sufficient funds, either through equity or debt financing, would materially impair the Company’s ability to generate revenues. Further, as a result of the recent volatility of the global markets, a general tightening of lending standards, and a general decrease in equity financing and similar type transactions, it could be difficult for the Company to obtain funding to allow it to continue its business operations.

 

We have not been profitable in our operations and may never achieve profitability required to sustain our operations.

 

Since inception to November 30, 2014, the Company has generated virtually no revenue but has incurred $2,500,561 in operating expenses. In the foreseeable future, we expect to continue to incur significant operating losses and to not be profitable. No assurance can be given that we can ever achieve profitability. We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on us.

 

Our current cash holdings are insufficient to meet our cash requirements. Accordingly, we will need to raise additional capital to continue our business and if we are unable to do so, we will be forced to delay, reduce or cease our operations.

 

Our current cash and cash equivalents are insufficient to meet our anticipated cash requirements. At November 30, 2014, we had $46,673 in cash. We will need to raise additional capital immediately to continue our business operations. We cannot be certain that we will be able to raise sufficient capital or that our actual cash requirements will not be greater than anticipated. Further, financing opportunities may not be available to us, or if available, may not be available on favorable terms. The availability of financing opportunities will depend on various factors, such as market conditions and our financial condition and outlook. In addition, if we raise additional funds, the percentage ownership of our stockholders could be significantly diluted, and these newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders. If we obtain additional debt financing, a substantial portion of our operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, and the terms of the debt securities issued could impose significant restrictions on our operations. If we are unable to obtain financing on terms favorable to us, or at all, we will be unable to continue operations.

 

We have a “going concern” opinion from our auditors, indicating the possibility that we may not be able to continue to operate.

 

Our independent registered public accountants have expressed substantial doubt about our ability to continue as a going concern. Since inception to November 30, 2014, the Company has incurred losses resulting in an accumulated deficit of $3,082,134. The “going concern” opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital, our ability to continue our operations will be significantly impaired. As a result we may have to liquidate our business and investors may lose their investments. Investors should consider our independent registered public accountant’s comments when deciding whether to invest in the Company. 

 

12

 

The Company depends on outside suppliers, with whom the Company has no long-term contracts, to supply the ingredients for all of our products. Accordingly, we may not be able to obtain adequate supplies of ingredients for our products at favorable prices or at all, which could result in product shortages and back orders for our products, with a resulting loss of net sales and profitability.

 

The Company purchases all of its raw materials for the manufacture of its products from third-party suppliers, with whom the Company has no long-term agreements. Any of our suppliers could discontinue selling to the Company at any time. Although the Company believes that it could establish alternate sources for most of these ingredients, any delay in locating and establishing relationships with other sources could result in product shortages and back orders for the products, with a resulting loss of net sales and profitability. The Company is also subject to delays, disruptions or other conditions not within its control. The Company acquires some ingredients from suppliers outside of the United States. The purchase of these ingredients is subject to risks generally associated with importing raw materials from other countries, including, among other factors, delays in shipments, changes in economic and political conditions, quality assurance, tariffs, trade disputes and foreign currency fluctuations. These factors could result in a delay in or disruption of the supply of certain raw materials. Any significant delay in or disruption of the supply of raw materials could have a material adverse effect on the Company’s business.

 

We are heavily dependent on a single third party for the manufacturing, bottling and packaging of our products. Our business, results of operations and financial condition could be seriously harmed if there are changes to the services they provide or if they are not able to satisfy our production demands.

 

We outsource the manufacturing, bottling and packaging of our products to a single third party with whom we have no long-term contracts. This third party does not work exclusively for the Company and may be limited in their ability to meet our production needs on our timeline, which could cause serious delays and disruptions to our business. Further, given the highly competitive nature of the beverage industry, this third party could increase our costs without warning, limit their services to us or terminate their relationship with us altogether, at any time, which would severely disrupt our business and force us to seek alternatives. We may not be able to locate other third parties on favorable terms, or at all. If any of these events were to occur, our business, results of operations and financial condition could be seriously harmed.

 

Disruption in our distribution channels could have an adverse impact on our business, results of operations and financial condition.

 

Our ability to sell our products to distributors or directly to retailers is critical to our success. We believe that our existing distribution channels are adequate to sell our products, however, we have no long-term contracts with these distributors or retailers and they could terminate their relationships with us at any time which would disrupt our business and force us to look for new strategic relationships. We believe that there are several alternative distributors and retailers with whom we could establish strategic relationships; however, we may spend considerable amounts of time, money and resources establishing these relationships which could divert management’s attention and disrupt our business. Any disruption in our business could have an adverse impact on our results of operations and financial condition.

 

Demand for our products may be adversely affected by changes in consumer preferences and tastes or if we are unable to innovate or market future products effectively.

 

We operate in a highly competitive market and rely on demand for our products. To generate revenues and profits, we must sell products that appeal to our customers and consumers. We are highly dependent upon consumer perception of the safety and quality of our products and the ingredients they contain, as well as similar products distributed by other companies. Consumer perception of products and the ingredients they contain can be significantly influenced by scientific research or findings, national media attention and other publicity about product use. A product may be received favorably, resulting in high sales associated with that product that may not be sustainable as consumer preferences change. Future scientific research or publicity could be unfavorable to our industry or any of our particular products or the ingredients they contain and may not be consistent with earlier favorable research or publicity. A future research report or publicity that is perceived by our consumers as less favorable or that questions earlier research or publicity could have a material adverse effect on our ability to generate revenues. Any significant changes in consumer preferences or any inability on our part to anticipate or react to such changes could result in reduced demand for our products and erosion of our competitive position. Our success depends on our ability to respond to consumer trends, including concerns of consumers regarding health and wellness, obesity, product attributes and ingredients. In addition, changes in consumer demographics could result in reduced demand for our products. Consumer preferences may shift due to a variety of factors, including changes in social trends or negative publicity resulting from regulatory action or litigation against companies in the beverage industry. Any of these changes may reduce consumers’ willingness to purchase our products.

 

13

 

Our success is dependent on our product innovation, including maintaining a robust pipeline of new products, and the effectiveness of advertising campaigns and marketing programs.

 

While we intend to continuously improve and re-develop our products and devote significant resources to develop new products, there can be no assurance that we will successful in creating these products that will appeal to consumers, or to effectively execute advertising campaigns and marketing programs. Failure to successfully develop or launch new products or variants of our existing products could decrease consumer demand for our products by negatively affecting consumer perception of our brand.

 

The sale of ingested products involves product liability and other risks which could materially harm the Company’s brand name.

 

The Company faces an inherent risk of exposure to product liability claims if the use of its products results in illness or injury. The products that the Company sells in the U.S. are subject to laws and regulations, including those administered by the USDA and FDA that establish manufacturing practices and quality standards for food products. Product liability claims could have a material adverse effect on the Company’s business as existing insurance coverage may not be adequate. Distributors of vitamins, nutritional supplements and minerals, have been named as defendants in product liability lawsuits from time to time. The successful assertion or settlement of an uninsured claim, a significant number of insured claims or a claim exceeding the limits of the Company’s insurance coverage would harm the Company by adding costs to its business and by diverting the attention of management from the operation of its business. The Company may also be subject to claims that its products contain contaminants, are improperly labeled, include inadequate instructions as to use or inadequate warnings covering interactions with other substances. Product liability litigation, even if not meritorious, is very expensive and could also entail adverse publicity for the Company and reduce its revenue. In addition, the products the Company distributes, or certain components of those products, may be subject to product recalls or other deficiencies. Any negative publicity associated with these actions would adversely affect the Company’s brand and may result in decreased product sales and, as a result, lower revenues and profits.

 

In addition, third-party manufacturers produce many of the products we sell. We rely on these manufacturers to ensure the integrity of their ingredients and formulations. As a distributor of products manufactured by third parties, we may also be liable for various product liability claims for products we do not manufacture. Although our purchase agreements with our third-party vendors typically require the vendor to indemnify us to the extent of any such claims, any such indemnification is limited by its terms. Moreover, as a practical matter, any such indemnification is dependent on the creditworthiness of the indemnifying party and its insurer, and the absence of significant defenses by the insurers. We may be unable to obtain full recovery from the insurer or any indemnifying third-party in respect of any claims against us in connection with products manufactured by such third-party.

 

Significant additional labeling or warning requirements may inhibit sales of affected products.

 

Various jurisdictions may seek to adopt significant additional product labeling or warning requirements relating to the content or perceived adverse health consequences of certain products. If these types of requirements become applicable to the Company’s products under current or future environmental or health laws or regulations, they may inhibit sales of such products.

 

We may experience product recalls, which could reduce our sales and margin and adversely affect our results of operations.

 

We may be subject to product recalls, withdrawals or seizures if any of the products we formulate, manufacture or sell are believed to cause injury or illness or if we are alleged to have violated governmental regulations in the manufacturing, labeling, promotion, sale or distribution of such products. Any recall, withdrawal or seizure of any of the products we formulate, manufacture or sell would require significant management attention, would likely result in substantial and unexpected expenditures and could materially and adversely affect our business, financial condition or results of operations. Furthermore, a recall, withdrawal or seizure of any of our products could materially and adversely affect consumer confidence in our brands and decrease demand for our products and the market price of our common stock.

 

As is common in our industry, we rely on our third-party vendors to ensure that the products they manufacture and sell to us comply with all applicable regulatory and legislative requirements as well as the integrity of ingredients and proper formulation. In general, we seek representations and warranties, indemnification and/or insurance from our vendors. However, even with adequate insurance and indemnification, any claims of non-compliance could significantly damage our reputation and consumer confidence in our products, and materially and adversely affect the market price of our common stock. In addition, the failure of such products to comply with the representations and warranties regarding such products we receive from our third-party vendors, including compliance with applicable regulatory and legislative requirements, could prevent us from marketing the products or require us to recall or remove such products from the market, which in certain cases could materially and adversely affect our business, financial condition and results of operation.

 

14

 

Regulations or legislation governing beverage production and marketing could adversely affect our business.

 

The production and marketing of beverages is highly regulated by a variety of federal, state and other governmental agencies. Currently, we believe we are in compliance with such regulations. However, new or increased government regulation of the beverage industry, including but not limited to areas related to safety, chemical composition, production processes, traceability, product quality, packaging, labeling, promotions, marketing, and advertising, product recalls, records, storage and distribution could adversely impact our results of operations by increasing production costs or restricting our methods of operation and distribution.

 

If we are able to increase our business operations, we may not be able to effectively manage future growth, which may have a material adverse effect on our future operating results.

 

We anticipate that our future growth, if any, will depend upon various factors, including the strength of our brand image, the market success of our current and future products, the success of our growth strategies, competitive conditions and our ability to manage our future growth. Future growth may place a significant strain on our management and operations. Further, our operational, administrative, financial and legal procedures and controls would need to be expanded. As a result, we may need to train and manage an increasing number of employees, which could distract our management from our business. Our future success will depend substantially on the ability of our management to manage growth. If we are unable to anticipate or manage our future growth effectively, our future operating results could be adversely affected.

 

We operate in a highly competitive industry and may not be able to withstand competitive pressures, which may adversely impact our business.

 

The sale of our products is subject to significant competition in the beverage industry and is highly fragmented. Participants include specialty retailers, supermarkets, drugstores, mass merchants, multi-level marketing organizations, on-line merchants, mail-order companies and a variety of other smaller participants. We believe that the market is also highly sensitive to the introduction of new products, which may rapidly capture a significant share of the market. In the United States, we also compete for sales with heavily advertised national brands manufactured by large pharmaceutical and food companies, as well as other retailers. In addition, as some products become more mainstream, we experience increased price competition for those products as more participants enter the market. We may not be able to compete effectively and our attempts to do so may require us to reduce our prices, which may result in lower margins. Failure to effectively compete could adversely affect our market share, revenues and growth prospects. Many of our competitors are significantly larger than us, have greater resources, and enjoy greater brand recognition than we do. Significant competition increases the possibility that we could lose one or more of our major customers, lose existing product offerings at retail locations, lose market share and/or shelf space, increase expenditures or reduce selling prices, all of which could have an adverse impact on our business or results of operations.

 

We may be unsuccessful in implementing our planned international expansion, which could significantly increase our operating expenses, impair the value of our brand, harm our business and negatively affect our results of operations.

 

Our business strategy is dependent in part on our ability to distribute our products internationally. Expansion into international markets increases the level of regulatory issues that we must comply with, particularly in relation to the registration and taxation of our products in foreign markets. These compliance issues may prevent us from being profitable internationally. Additionally, our planned expansion may place increased demands on our operational, managerial and administrative resources and these increased demands may cause the Company to operate its business less efficiently and at greater costs, which could negatively affect our results of operations and impair the value of our brand.

 

15

 

The loss of our Chief Executive Officer or other key personnel would have an adverse impact on our future development and could impair our ability to succeed.

 

The performance of the Company is substantially dependent upon the expertise of our Chief Executive Officer, Cameron Robb, and other key personnel. In addition to his executive officer functions, Mr. Robb is responsible for several other aspects of our business operations. The death or disability of Mr. Robb, temporary or permanent loss of his services, or any negative market or industry perception with respect to him, could have a material adverse effect on our business. We do not maintain "key man" insurance with respect to Mr. Robb or any of our other key personnel, and any of them may leave us at any time, which could severely disrupt our business and future operating results.

 

Our Articles of Incorporation exculpates our officers and directors from certain liability to our Company or our stockholders.

 

Our Articles of Incorporation and any amendments thereto, contain a provision limiting the liability of our officers and directors for damages as a result of their acts or failures to act, except for acts involving intentional misconduct, fraud or a knowing violation of law. This limitation on liability may reduce the likelihood of derivative litigation against our officers and directors and may discourage or deter our stockholders from suing our officers and directors based upon breaches of their duties to our Company.

 

If the Company is not able to effectively protect its intellectual property, we may experience a material, negative impact and our business may fail.

 

The Company believes that the Mix1 brand is essential to its success and competitive position. We own the registered trademarks for the “Mix1” brand name and logo, hold the trade secrets to the formulas for all of our beverages, and have registered the domain name to our website, www.mix1life.com. If the Company is unable to secure protection of its intellectual property, the Company’s business may be materially adversely affected and could fail. Further, the Company cannot be sure that its activities do not and will not infringe on the intellectual property rights of others. If the Company is compelled to prosecute infringing parties or defend against infringement claims made by third parties, we may face significant expenses and liability as well as diversion of our management’s attention from the Company’s business, any of which could negatively impact the Company’s business or financial condition.

 

Privacy protection is increasingly demanding, and we may be exposed to risks and costs associated with security breaches, data loss, credit card fraud and identity theft that could cause us to incur unexpected expenses and loss of revenue as well as other risks.

 

The protection of customer, employee, vendor, franchisee and other business data is critical to us. Federal, state, provincial and international laws and regulations govern the collection, retention, sharing and security of data that we receive from and about our employees, customers, vendors and franchisees. The regulatory environment surrounding information security and privacy has been increasingly demanding in recent years, and may see the imposition of new and additional requirements by states and the federal government as well as foreign jurisdictions in which we do business. Compliance with these requirements may result in cost increases due to necessary systems changes and the development of new processes to meet these requirements by us and our franchisees. In addition, customers and franchisees have a high expectation that we will adequately protect their personal information. If we or our service provider fail to comply with these laws and regulations or experience a significant breach of customer, employee, vendor, franchisee or other company data, our reputation could be damaged and result in an increase in service charges, suspension of service, lost sales, fines or lawsuits.

 

The use of credit payment systems makes us more susceptible to a risk of loss in connection with these issues, particularly with respect to an external security breach of customer information that we or third parties (including those with whom we have strategic alliances) under arrangements with us control. A significant portion of our sales require the collection of certain customer data, such as credit card information. In order for our sales channel to function, we and other parties involved in processing customer transactions must be able to transmit confidential information, including credit card information, securely over public networks. In the event of a security breach, theft, leakage, accidental release or other illegal activity with respect to employee, customer, vendor, franchisee third-party, with whom we have strategic alliances or other company data, we could become subject to various claims, including those arising out of thefts and fraudulent transactions, and may also result in the suspension of credit card services. This could cause consumers to lose confidence in our security measures, harm our reputation as well as divert management attention and expose us to potentially unreserved claims and litigation. Any loss in connection with these types of claims could be substantial. In addition, if our electronic payment systems are damaged or cease to function properly, we may have to make significant investments to fix or replace them, and we may suffer interruptions in our operations in the interim. In addition, we are reliant on these systems, not only to protect the security of the information stored, but also to appropriately track and record data. Any failures or inadequacies in these systems could expose us to significant unreserved losses, which could materially and adversely affect our earnings and the market price of our common stock. Our brand reputation would likely be damaged as well.

 

16

 

RISKS ASSOCIATED WITH OUR COMMON STOCK

 

The Company’s stock price may be volatile.

 

The market price of the Company’s common stock is likely to be highly volatile and could fluctuate widely in price in response to various potential factors, many of which will be beyond the Company’s control, including the following:

 

☐

competition;

 

☐

additions or departures of key personnel;

 

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the Company’s ability to execute its marketing and growth strategies;

 

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operating results that fall below expectations;

 

☐

loss of any strategic relationship;

 

☐

industry developments;

 

☐

economic and other external factors; and

 

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period-to-period fluctuations in the Company’s financial results.

 

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of the Company’s common stock.

 

We do not expect to pay dividends in the foreseeable future.

 

We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favorable terms or at all. We cannot assure you of a positive return on investment or that you will not lose the entire amount of your investment in our common stock.

 

We may in the future issue additional shares of our common stock which would reduce investors’ ownership interests in the Company and which may dilute our share value.

 

Our Articles of Incorporation and amendments thereto authorize the issuance of One Hundred Million (100,000,000) shares of common stock, par value $0.001 per share. The future issuance of all or part of our remaining authorized common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

 

17

 

The Company’s common stock is currently deemed to be “penny stock”, which makes it more difficult for investors to sell their shares.

 

The Company’s common stock is currently subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for the Company’s securities. If the Company’s securities are subject to the penny stock rules, investors will find it more difficult to dispose of the Company’s securities.

 

Changes in formula and new flavor offerings; we cannot accurately predict the volume or timing of any future sales of our reformulated or any new products, making the timing of any revenues difficult to predict.

 

The past experienced by our predecessor company was based on a formula and flavor that we no longer offer or sell. Although management believes the new formula and flavors provide more attractive alternatives than the former best-selling popular berry flavor there is no assurance our consumers will agree. We may be faced with lengthy customer evaluation and approval processes associated with our reformulated and new beverage offerings. Consequently, we may incur substantial expenses and devote significant management effort and expense in developing customer acceptance, which may not result in revenue generation. As such, we cannot accurately predict the volume or timing of any future sales.

 

There may be limitations on the effectiveness of our internal controls, and a failure of our control systems to prevent error or fraud may materially harm our company.

 

Proper systems of internal controls over financial accounting and disclosure are critical to the operation of a public company. We are at the very early stages of establishing, and we may be unable to effectively establish such systems. This would leave us without the ability to reliably assimilate and compile financial information about our company and significantly impair our ability to prevent error and detect fraud, all of which would have a negative impact on our company from many perspectives. Moreover, we do not expect that disclosure controls or internal control over financial reporting, even if established, will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Failure of our control systems to prevent error or fraud could materially adversely impact us.

 

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

 

1. Quarterly Issuances:

 

On October 20, 2014, the Company issued 191,828 shares of restricted common stock. Of the 191,828 restricted shares issued, 88,168 shares were issued to four US investors at a cost basis of $1.50 per share, 11,669 shares were issued as compensation to the Company’s Board of Directors, 50,000 shares were issued to the Company’s CEO/CFO for services rendered, and the remaining 41,991 shares were issued to five consultants for services rendered to the Company.

 

On October 20, 2014, the Company issued 453,167 shares of restricted common stock to ten Non-US investors under Regulation S, pursuant to Subscription and Purchase Agreements dated between June and October 2014, at a cost basis of $1.50 per share.

 

18

 

On November 5, 2014, the Company issued 170,834 shares of restricted common stock. Of the 170,834 shares, 2,500 shares were issued as compensation for advertising services rendered to the Company, 1,667 shares were issued to a member of the Board of Directors in lieu of cash compensation, and 166,667 shares were issued to one investor pursuant to a Subscription Agreement dated October 21, 2014.

 

On November 13, 2014, the Company issued 30,607 restricted shares of common stock. Of the 30,607 restricted shares, 11,669 shares were issued as compensation to the Company’s Board of Directors, 834 shares were issued as interest owed on a promissory note, and the remaining 18,104 shares were issued as compensation for certain sales, advertising, legal, and general consulting services rendered to the Company.

 

2. Subsequent Issuances:

 

On December 15, 2014, the Company authorized the issuance of 52,067 restricted shares of common stock as compensation to seven parties for services rendered to the Company, at a cost basis of $1.50 per share. As of the date of this report, the shares have not yet been issued.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

19

 

ITEM 6. EXHIBITS

 

Exhibit
Number		Description of Exhibit		Filing
3.01(a)		Articles of Incorporation filed with the Nevada Secretary of State on June 10, 2009		Filed with the SEC on October 22, 2010 as part of our Registration Statement on Form S-1.
3.01(b)		Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State on September 13, 2012		Filed with the SEC on October 3, 2012 as part of our Current Report on Form 8-K.
3.01(c)		Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State on February 10, 2014		Filed with SEC on November 28, 2014 as part of our annual report on Form 10-K.
3.02		Bylaws		Filed with the SEC on October 22, 2010 as part of our Registration Statement on Form S-1.
14.01		Code of Conduct and Ethics		Filed with SEC on November 28, 2014 as part of our annual report on Form 10-K.
16.01		Letter to SEC from Ron R. Chadwick P.C. dated September 30, 2013		Filed with SEC on October 3, 2013 as part of our Current Report on Form 8-K.
31.01		Certification of Principal Executive Officer Pursuant to Rule 13a-14		Filed herewith.
31.02		Certification of Principal Financial Officer Pursuant to Rule 13a-14		Filed herewith.
32.01		CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act		Filed herewith.
32.02		CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act		Filed herewith.
101.INS*		XBRL Instance Document		Filed herewith.
101.SCH*		XBRL Taxonomy Extension Schema Document		Filed herewith.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document		Filed herewith.
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document		Filed herewith.
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document		Filed herewith.
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document		Filed herewith.

 

 *Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

  

20

 

SIGNATURES

 

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

 

	MIX 1 Life, Inc.
Dated: January 20, 2015	By:	/s/ Cameron Robb
		Cameron Robb President and Chief Executive Officer
Dated: January 20, 2015	By:	/s/ Christopher Larson
		Christopher Larson Chief Financial Officer

 

 

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