Attached files
| file | filename |
|---|---|
| EX-31.1 - CERTIFICATION - Emoneco, Inc. | ex311.htm |
| EX-32.1 - CERTIFICATION - Emoneco, Inc. | ex321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 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 number 000-54298
eMONEco, Inc.
(Exact name of registrant as specified in its charter)
|
Nevada
|
80-0818756
|
|
|
(State of incorporation)
|
(I.R.S. Employer Identification No.)
|
|
4745 W. 136th Street
Leawood, KS
|
66224
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
913-871-4336
(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: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso 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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx Noo
Indicate by check mark whether registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes o No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
x
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes o No x
As of February 13, 2015, the registrant had 52,680,000 shares of common stock issued and outstanding.
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: $30,478,065.
|
PART 1
|
|||||
|
Description of Business
|
3
|
||||
|
Risk Factors
|
5
|
||||
|
Unresolved Staff Comments
|
5
|
||||
|
Properties
|
5
|
||||
|
Legal Proceedings
|
5
|
||||
|
Mine Safety Disclosures.
|
5
|
||||
|
PART II
|
|||||
|
Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
6
|
||||
|
Selected Financial Data
|
7
|
||||
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
7
|
||||
|
Quantitative and Qualitative Disclosures about Market Risk
|
9
|
||||
|
Financial Statements and Supplementary Data
|
9
|
||||
|
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
|
22
|
||||
|
Controls and Procedures
|
22
|
||||
|
PART III
|
|||||
|
Directors, Executive Officers and Corporate Governance
|
24
|
||||
|
Executive Compensation
|
25
|
||||
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
26
|
||||
|
Certain Relationships and Related Transactions and Director Independence
|
27
|
||||
|
Principal Accountant Fees and Services
|
27
|
||||
|
PART IV
|
|||||
|
Exhibit, Financial Statement Schedules.
|
28
|
||||
PART I
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
eMONEco, Inc. (hereinunder “we,” “the Company” or “the Registrant”) was incorporated in the State of Nevada on September 25, 2007 as Mascot Ventures, Inc. to engage in the acquisition, exploration and development of natural resource properties. The Company is in the exploration stage with no revenues and limited operating history. On December 23, 2013, the Company changed its name to eMONEco, Inc. to better reflect the business of mobile payments, remittance, banking and commerce derived from the licensing of certain rights and technology granted by JBD Consulting, LLC signed on April 15, 2013 (the “MONE Licensing Agreement”).
On December 16, 2013, the Registrant filed a Certificate of Amendment to its Articles of Incorporation (“Certificate”) with the Secretary of State of the State of Nevada to increase the number of shares of authorized capital of the Company from 75,000,000 shares of common stock, $0.001 par value per share, to 500,000,000 shares of common stock, $0.001 par value per share. The amendment was approved by the officers and directors of the Registrant in accordance with the laws of the state of Nevada. On November 25, 2013, the Board of Directors approved a dividend equal to 13 shares for each 1 share held at that time. The effect of the dividend was a forward split of 13:1, which was deemed effective on December 23, 2013 along with the name change which had been approved by the shareholder on April 17, 2013 as duly noted in the Form 14C filed by the Registrant on August 9, 2013. The name change and the forward split were 2 of several conditions for closing the MOBILE MONE Licensing Agreement. As the dividend originally proposed was 2:1, upon further analysis by the Board of Directors, the dividend was adjusted to 13:1 to better reflect the capital strategy as several months had passed since the original execution of the MOBILE MONE Licensing Agreement. The Board’s decision in no way undermined the purpose and intent of the contract and the change in dividend was approved by the principals of JBD Consulting, LLC.
To date we have not generated any revenue. Since the signing of the MOBILE MONE Licensing Agreement and the appointment of Donald E. Latson to the Board of Directors on April 16, 2013, the Company has been engaged in operation related to the research and development of the mobile payments, remittance, banking, and commerce software, developing marketing strategies and recruiting telecom providers, banks, and other third party partners for the development of the business based on the MOBILE MONE Licensing Agreement.
Product
Mobile Monē or MobileMone.com is a comprehensive prepaid financial services product suite, available in the market first quarter of 2015, combining all five (5) of the most requested financial services in a single product:
|
· Pre-Paid Program Management Services
|
|
· Pre-Paid Card Programs
|
|
· Gift Card Programs
|
|
· Merchant Services
|
|
· Under-banked and Unbanked Services
|
|
· Person-to-Person Services
|
|
· Account-to-Account Transfer Services
|
|
· Merchant Network Services
|
|
· Remittance Services
|
Mobile Monē innovatively integrates technology and traditional banking and financial services, Mobile Monē is a mobile commerce (m-commerce) business allowing payments and money transfers to be made through mobile phones, any mobile phone and not just smart phones.
The mobile payments (m-payments) and mobile banking (m-banking) movements are the fastest growing movements in the financial services industry. These movements open up more traditional banking and payments opportunities to current and new markets, and also introduce new highly profitable business opportunities to those who deliver these services.
Mobile Monē is an innovative alternative to traditional paper payment methods such as checks and money orders. Mobile Monē has created the world's first purely "mobile only" bank account (Mobile Monē wallet) in order to solve a growing financial service problem – a cost-effective method of delivering immediate electronic payment exchanges.
Mobile Monē is focused on user friendly, seamless mobile banking transactions. Users simply: 1) use their pre-paid card; 2) call via phone, or 3) send a message from their mobile phones to the Mobile Monē server. The server validates the transaction and transfers the funds or responds to the user's request for account information. Mobile Monē is a payment intermediary service that facilitates worldwide e-commerce and m-commerce.
Mobile Monē also performs payment processing for online vendors, and commercial users, for which it charges a fee; thus, delivering the desired benefits of contactless payment without the need to impose costly Point-of-Sale (POS) infrastructure changes.
Mobile Monē sometimes also charges a transaction fee for receiving money. The market opportunity for our technology and service is tremendous and subject to a high growth trend. The mobile payments market was projected to exceed more than $600 Billion globally in 2013. With over 200 million mobile devices in use today, in the United States alone, we are afforded an opportunity to make Mobile Monē services a “must have” service specifically designed for the segment of the market that has a well- documented need.
Network-branded prepaid cards are targeted primarily to the roughly nine (9) million so-called unbanked households in the United States, those, according to a 2009 Federal Reserve survey, without any checking or savings account. Another 21 million households are under-banked, meaning they do not have access to more advanced financial services tools (i.e. internet, voice, or mobile banking) from their banks or credit unions. Taken together, that accounts for some 60 million adults, or one-quarter of the households in the United States.
Of those households, only 28% have used a prepaid card, meaning there's plenty of untapped opportunity. Most credit-card experts expect prepaid-card use to explode beyond the 20%-plus annual growth of the past five years as banks pile on charges for debit cards and checking accounts and impose hefty minimum balances on checking accounts to waive fees.
Ninety-five percent (95%) of the targeted households in the United States own at least one mobile phone, contributing to the 270 million mobile phone users in the United States and an estimated 3 billion mobile phone users globally. As such, Mobile Monē is in a uniquely positioned to satisfy the needs of the targeted market in a highly innovative and profitable manner.
Mobile Monē helps you embrace increasing demand for Person-to-Person payments and grow your customer base and revenue outside traditional methods.
Mobile Monē — the only multi-channel, P2P payments solution developed for financial institutions — lets your customers securely send money to anyone, anytime, anyplace, anywhere. Imagine the strength of your brand coupled with the power of a pioneering FDIC individually insured mobile bank account.
Not applicable to smaller reporting companies.
None.
The Company currently utilizes the services of a virtual office provider DaVinci, Inc. for which the Company pays $149 per month.
We are not currently involved in any pending or threatened material litigation or other material legal proceedings, nor have we been made aware of any pending or threatened regulatory audits.
Not applicable.
Part II
Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common shares are quoted on the OTC Bulletin Board under the symbol “EMON”. OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
There has been minimal trading during the last three fiscal years.
Number of Holders
As of October 31, 2014, the 132,513,329 issued and outstanding shares of common stock were held by a total of 12 shareholders of record.
Dividends
We have not declared or paid dividends on our common stock nor do we 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.
Securities authorized for issuance under equity compensation plans
We have no compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.
Recent Sales of Unregistered Securities
There were no recent Sales of Unregistered Securities
Use of Proceeds of Registered Securities.
There were no sales or proceeds during the calendar year ended October 31, 2014, for the sale of registered securities.
Purchases of Equity Securities.
None.
Not applicable to smaller reporting companies..
Certain statements contained in this Annual Report, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to our future operating performance and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the SEC, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, and actual results may differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements speak only as of the date on which they are made and reflect our plans, estimates and beliefs. Our actual results could differ materially from those anticipated in these forward-looking statements. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made. The following discussion and analysis should be read in conjunction with the audited financial statements and notes thereto included elsewhere in this Annual Report.
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing 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. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
PLAN OF OPERATION
As of April 15, 2013, when the Company entered into a Reorganization and Exclusive Sponsorship Licensing Agreement with JBD Consulting LLC and Mobile Mone, Inc. (the “Licensing Agreement”), as detailed in the Form 8-K filed on April 17, 2013, we have abandoned previous plans to exploration of our mineral rights claims. Pursuant to the Licensing Agreement, we intend to begin operations as an exclusive provider of mobile payments, remittance, banking, and commerce services under the license of JBD Consulting LLC. The Mobile Mone product allows participants to utilize mobile telephone technology to transfer and exchange money via any Internet connected device, standard phone line, email, or SMS text messaging system. Our revenues will be derived on a commission basis duly scheduled in the Licensing Agreement.
On April 4, 2014, pursuant to the Reorganization and Exclusive Sponsorship Licensing Agreement, the Company issued 100 shares of Series A Preferred Shares to JBD Consulting, LLC. As a result, the transaction was closed and JBD Consulting, LLC became the controlling person of the Company.
Over the next twelve months we intend to build our operations and staff to implement our long term goals. As we have failed to secure financing to implement our full operations, little has changed since our last quarterly report beyond expenses, product development and implementation activities. We are currently engaging key personnel in compliance, marketing and software development. We are now staffing our sales team with National, Regional, and Local sales representatives as well as support staff and territorially based strategic product distribution partners.
The company will complete the design of marketing materials, training programs and distributor support programs by the end of the first quarter of 2015 and will launch its corporate website, mobile monē site, and support portal in March of 2015. The company’s initial sales staff has completed training and will become active March 1, 2015 and as a result, the company anticipates generating sales revenues by the end of the second quarter of this year (May – June).
RESULTS OF OPERATIONS
The twelve months ended October 31, 2014 and 2013
We recorded no revenues for the twelve months ended October 31, 2014 and 2013.
For the twelve months ending October 31, 2014, general and administrative expenses were $547,133. For the twelve months ending October 31, 2013, general and administrative expenses were $223,415.
Operating expenses, consisting solely of general and administrative expenses in the year ended October 31, 2014. General and administrative expenses consist primarily of management fees, rent, filing fees, share transfer fees, accounting fees, consulting fees and service providers for marketing and software development.
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
LIQUIDITY AND CAPITAL RESOURCES
Twelve Months Ended October 31, 2014
As of October 31, 2014, we had assets totaling $30,078 and our total liabilities were $809,216, comprised of $125,000 in related party notes payable, a convertible note payable of $34,328, net of discounts of $5,672, derivative liability of $45,254, convertible loans of $188,200, advances from related parties of $66,539, accounts payable and accrued expenses totaling $120,618, and $229,277 in accounts payable due to related parties.
As of October 31, 2013, we had $565 in assets and $290,560 in liabilities. Stockholders’ deficit increased from $289,995 as of October 31, 2013 to $779,138 as of October 31, 2014.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the twelve months ended October 31, 2014 cash provided by financing activities was $309,879, which consists of proceeds from related party advances of $1,679 less $5,000 in repayments of related party advances, $188,200 in proceeds from the issuance of convertible notes, and $160,000 in proceeds from related party notes less $35,000 in payments on related party notes.
Current cash on hand is insufficient for all of the Company’s commitments for the next 12 months. We anticipate that the additional funding that we require will be in the form of equity financing.
We estimate that within the next 12 months we will need approximately $200,000 for acquisition of inventory, marketing and developing a distribution chain.
We cannot be certain that the required additional financing will be available or available on terms favorable to us. We currently do not have any arrangements or commitments in place for any other financings. If additional funds are raised by the issuance of our equity securities, existing stockholders will experience dilution of their ownership interest. If adequate funds are not available or not available on acceptable terms, we may be unable to fund our operations.
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 equity sales or loans. 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
As of the date of this Annual Report, we do not have any 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 investors.
GOING CONCERN
The independent auditors' report accompanying our October 31, 2014 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The Company has incurred losses since inception resulting in an accumulated deficit of $1,036,972 as of October 31, 2014 and further losses are anticipated in the development of the business raising substantial doubt about the Company’s ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Not applicable to smaller reporting companies.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
eMONEco, Inc.
Leawood, Kansas
We have audited the accompanying balance sheets of eMONEco, Inc. (the “Company”) as of October 31, 2014 and 2013, and the related statements of operations, stockholders’ deficit, and cash flows for the years ended October 31, 2014 and 2013. eMONeco, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of eMONEco, Inc. as of October 31, 2014 and 2013, and the results of its operations and its cash flows for the years ended October 31, 2014 and 2013, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2015 raise substantial doubt about its ability to continue as a going concern. The 2014 financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ LBB & Associates Ltd., LLP
LBB & Associates Ltd., LLP
Houston, Texas
February 13, 2015
|
Balance Sheets
|
||||||||
|
October 31, 2014
|
October 31, 2013
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets
|
||||||||
|
Cash and cash equivalents
|
$ | 15,078 | $ | 565 | ||||
|
Mobile Mone Reserve
|
10,000 | - | ||||||
|
Eagle ABA Program Reserve
|
5,000 | - | ||||||
|
Total current assets
|
30,078 | 565 | ||||||
|
TOTAL ASSETS
|
$ | 30,078 | $ | 565 | ||||
|
LIABILITIES & STOCKHOLDERS' DEFICIT
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts payable
|
||||||||
|
Accounts payable and accrued expense
|
$ | 120,618 | $ | 66,827 | ||||
|
Accounts payable-related party
|
229,277 | 98,302 | ||||||
|
Total accounts payable
|
349,895 | 165,129 | ||||||
|
Other Current Liabilities
|
||||||||
|
Advances from related parties
|
66,539 | 69,861 | ||||||
|
Convertible loans
|
188,200 | - | ||||||
|
Convertible note payable, net discount of $5,672 and $29,181, respectively
|
34,328 | - | ||||||
|
Derivative liability
|
45,254 | - | ||||||
|
Total Other Current Liabilities
|
334,321 | 69,861 | ||||||
|
Long Term Liabilities
|
||||||||
|
Notes payable, related party
|
125,000 | - | ||||||
|
Convertible note payable, net
|
- | 10,819 | ||||||
|
Derivative liability
|
- | 44,751 | ||||||
|
Total Long Term Liabilities
|
125,000 | 55,570 | ||||||
|
Total Liabilities
|
809,216 | 290,560 | ||||||
|
STOCKHOLDERS' DEFICIT
|
||||||||
|
Preferred stock $0.001 par value, 10,000,000 shares authorized, 100 Series A designated and issued as of October 31, 2014 and none at October 31, 2013
|
1 | - | ||||||
|
Common stock $0.001 par value, 500,000,000 shares authorized, 132,513,329 shares issued and outstanding at October 31, 2014 and 154,180,000 at October 31, 2013
|
132,513 | 154,180 | ||||||
|
Additional paid-in capital
|
125,320 | (4,680 | ) | |||||
|
Accumulated deficit
|
(1,036,972 | ) | (439,495 | ) | ||||
|
TOTAL STOCKHOLDERS' DEFICIT
|
(779,138 | ) | (289,995 | ) | ||||
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$ | 30,078 | $ | 565 | ||||
|
|
||||||||
|
|
||||||||
The accompanying notes are an integral part of these financial statements
11
|
Statements of Operations
|
||||||||
|
Year Ended
|
Year Ended
|
|||||||
|
October 31, 2014
|
October 31, 2013
|
|||||||
|
Operating Costs
|
||||||||
|
General and Administrative
|
$ | 547,133 | $ | 223,415 | ||||
|
Impairment loss
|
- | 6,500 | ||||||
|
Total Operating Costs
|
(547,133 | ) | (229,915 | ) | ||||
|
Amortization expense
|
(23,509 | ) | (10,819 | ) | ||||
|
Interest expense
|
(26,332 | ) | (1,549 | ) | ||||
|
Derivative expense
|
(503 | ) | (4,751 | ) | ||||
|
Net Loss
|
$ | (597,477 | ) | $ | (247,034 | ) | ||
|
Net Loss per share basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
|
Weighted average number of
|
||||||||
|
common shares outstanding basic and diluted
|
245,536,160 | 154,180,000 | ||||||
|
The accompanying notes are an integral part of these financial statements
|
||||||||
|
eMONEco, Inc.
|
||||||||||||||||||||||||||||
|
Statements of Stockholders' Deficit
|
||||||||||||||||||||||||||||
|
Additional
|
||||||||||||||||||||||||||||
|
Common
|
Stock
|
Preferred
|
Stock
|
Paid-in
|
Accumulated
|
|||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||||||||
|
Balance October 31, 2012
|
154,180,000 | $ | 154,180 | - | $ | - | $ | (12,180 | ) | $ | (192,461 | ) | $ | (50,461 | ) | |||||||||||||
|
Donated services
|
- | - | - | - | 7,500 | - | 7,500 | |||||||||||||||||||||
|
Net loss
|
- | - | - | - | - | (247,034 | ) | (247,034 | ) | |||||||||||||||||||
|
Balance October 31, 2013
|
154,180,000 | 154,180 | - | - | (4,680 | ) | (439,495 | ) | (289,995 | ) | ||||||||||||||||||
|
Stock issued for services
|
108,333,329 | 108,333 | - | - | - | - | 108,333 | |||||||||||||||||||||
|
Issuance of Series A Preferred Stock
|
- | - | 100 | 1 | - | - | 1 | |||||||||||||||||||||
|
Shares cancelled and returned to treasury
|
(130,000,000 | ) | (130,000 | ) | - | - | 130,000 | - | - | |||||||||||||||||||
|
Net loss
|
- | - | - | - | - | (597,477 | ) | (597,477 | ) | |||||||||||||||||||
|
Balance October 31, 2014
|
132,513,329 | $ | 132,513 | 100 | $ | 1 | $ | 125,320 | $ | (1,036,972 | ) | $ | (779,138 | ) | ||||||||||||||
|
The accompanying notes are an integral part of these financial statements
|
||||||||||||||||||||||||||||
|
eMONEco, Inc.
|
||||||||
|
Statements of Cash Flows
|
||||||||
|
Year Ended
|
Year Ended
|
|||||||
|
October 31, 2014
|
October 31, 2013
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
|
Net loss
|
$ | (597,477 | ) | $ | (247,034 | ) | ||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
|
Impairment loss
|
- | 6,500 | ||||||
|
Stock issued for services
|
108,334 | - | ||||||
|
Donated services
|
- | 7,500 | ||||||
|
Amortization of debt discount
|
23,509 | 10,819 | ||||||
|
Derivative expense
|
503 | 4,751 | ||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts payable and accrued expenses
|
53,790 | 62,349 | ||||||
|
Accounts payable-related party
|
130,975 | 98,302 | ||||||
|
Net cash used in operating activities
|
(280,366 | ) | (56,813 | ) | ||||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
|
Mobile Mone Reserve
|
(10,000 | ) | - | |||||
|
Eagle Bank ABA Program Reserve
|
(5,000 | ) | - | |||||
|
Net cash used in investing activities
|
(15,000 | ) | - | |||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
|
Proceeds from related party advances
|
1,679 | 27,373 | ||||||
|
Repayments of related party advances
|
(5,000 | ) | (10,000 | ) | ||||
|
Proceeds from issuance of convertible notes
|
188,200 | 40,000 | ||||||
|
Proceeds from related party notes
|
160,000 | - | ||||||
|
Payments on related party notes
|
(35,000 | ) | - | |||||
|
Net cash provided by financing activities
|
309,879 | 57,373 | ||||||
|
Net change in cash and cash equivalents
|
14,513 | 560 | ||||||
|
Cash and cash equivalents at beginning of period
|
565 | 5 | ||||||
|
Cash and cash equivalents at end of period
|
$ | 15,078 | $ | 565 | ||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
|
Cash paid for :
|
||||||||
|
Interest
|
$ | - | $ | - | ||||
|
Income Taxes
|
$ | - | $ | - | ||||
|
Non Cash Investing and Financing Activities:
|
||||||||
|
Debt discount on convertible note
|
$ | - | $ | 40,000 | ||||
|
Treasury stock retirement
|
$ | 130,000 | $ | - | ||||
|
The accompanying notes are an integral part of these financial statements
|
||||||||
|
eMONEco, Inc.
Notes To The Financial Statements
October 31, 2014
|
1. NATURE OF OPERATIONS
eMONEco, Inc. (“the Company”) was incorporated in the State of Nevada on September 25, 2007 to engage in the acquisition, exploration and development of natural resource properties.
On April 15, 2013, the Company entered into a Reorganization and Exclusive Sponsorship Licensing Agreement with JBD Consulting LLC and Mobile Mone, Inc. to provide mobile payments, remittance, banking and commerce services and has totally abandoned previous plans to exploit and develop natural resource properties.
On November 14, 2013, the Company filed a Certificate of Amendment to Articles of Incorporation with the State of Nevada, changing the name of the Corporation to “eMONEco, Inc.” from Mascot Ventures, Inc. This became effective November 25, 2013.
These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company anticipates future losses in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors or third parties and/or the issuance of common shares.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year end is October 31.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance with ASC 830, “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.
eMONEco Inc.
Notes to the Financial Statements
October 31, 2014
Development Stage Company
The Company is a development stage company as defined under the then current Financial Accounting Standards Board (“FASB) Accounting Standard Codification (“ASC”) 915-205 “Development-Stage Entities” and among the additional disclosures required as a development stage company are that the financial statements were identified as those of a development stage company and that the statement of operations, stockholder’s deficit and cash flows disclosed activity since the date of our inception (September 25, 2007) as a development stage company. Effective June 10, 2014, FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has elected to early adopt these provisions and consequently these additional disclosures are not included in these financial statements.
Impairment of Long-lived Assets
The Company reviews long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the Company's current business model. For purposes of recognition and measurement of an impairment loss, a long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets.
Fair Value of Financial Instruments
Under the Financial Account Standards Board Accounting Standards Codification (“FASB ASC”), we are permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with Fair Value Measurement Topic of the FASB ASC, we implemented guidelines relating to the disclosure of our methodology for periodic measurement of our assets and liabilities recorded at fair market value.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
|
·
|
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
|
|
·
|
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
|
|
·
|
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.
|
The Company’s financial instruments consisted of cash, accounts payable, related party advances and convertible notes. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Because of the short maturity of such assets and liabilities the fair value of these financial instruments approximate their carrying values, unless otherwise noted.
eMONEco, Inc.
Notes to the Financial Statements
October 31, 2014
Derivative Instruments
In connection with the sale of debt or equity instruments, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.
The Company's derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. Because of the limited trading history for our common stock, the Company estimates the future volatility of its common stock price based on not only the history of its stock price but also the experience of other entities considered comparable to the Company.
The Company estimates fair value of derivative instrument liabilities using the Black-Scholes-Merton option-pricing formula (“Black-Scholes model”). This model requires the Company to estimate expected volatility and expected life, which are highly complex and subjective variables. The Company estimates expected term using the safe-harbor provisions of FASB ASC 718. The Company estimated its expected volatility by taking the volatility determined for a peer group of a similar publicly-traded company.
Income Taxes
The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At October 31, 2014, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.
Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, 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 common shares if their effect is anti-dilutive.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company’s results of operations, financial position or cash flow.
As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.
eMONEco, Inc.
Notes to the Financial Statements
October 31, 2014
3. RELATED PARTY TRANSACTIONS
The President of the Company provided management fees and office premises to the Company for a fee of $1,500 per month, the right to which the President has agreed to assign to the Company until such time as the Company closes on an equity or debt financing of not less than $100,000. The assigned rights are valued at $1,000 per month for executive compensation and $500 for rent. A total of $99,000 for donated management fees were charged to operating and general expenses and recorded as donated capital (Additional Paid in Capital) for the period from September 25, 2007 (inception) to October 31, 2013. From November 1, 2012 through March 31, 2013 these fees are $7,500. The President of the Company resigned effective March 31, 2013 and this practice was discontinued at that time.
During the year ended October 31, 2014, the Company incurred $141,500 in consulting fees to JBD Consulting LLC, which is owned by the CEO of the Company. Effective April 2013, the Company agreed to pay JBD Consulting LLC $10,000 per month for consulting services. Included in accounts payable-related parties are the fees earned but not yet paid of $179,202 and $98,302 at October 31, 2014 and 2013, respectively.
As of October 31, 2014, there were advances from the majority shareholder and a related party totaling $66,539. These were made in order to assist in meeting general and administrative expenses. They carry no interest or maturity date, are unsecured and due upon demand.
During the year ended October 31, 2014, the Company incurred $40,075 in consulting fees to Whale Tail Enterprises, LLC, which is owned by the COO of the Company. Effective April 2013, the Company agreed to pay Whale Tail Enterprises, LLC $3,000 per month for consulting services. Included in accounts payable-related parties are the fees earned but not yet paid of $40,075 at October 31, 2014.
During the year ended October 31, 2014, the Company incurred $15,000 in management fees by the CEO. The Company agreed to pay its CEO $2,500 per month for management services. Included in accounts payable-related parties are the fees earned but not yet paid of $10,000 at October 31, 2014.
4. STOCKHOLDER’S DEFICIT
On August 31, 2013, the Company declared a forward stock split of thirteen (13) shares of common stock to one (1) share of common stock, to all shareholders of record as of this date, which became effective December 23, 2013 after notification to the Financial Industry Regulatory Authority (“FINRA”). The forward stock split has been shown retroactively.
On November 20, 2013, the Company issued a total of 108,333,329 shares of restricted common stock to JBD Consulting, LLC pursuant to the terms of the MONE Licensing agreement. The fair value of the shares on the date of issuance was $108,333.
On December 16, 2013, the Company filed a Certificate of Amendment to Articles of Incorporation with the State of Nevada, increasing the authorized Common Shares with a par value of $0.001 per share from 75,000,000 to 500,000,000. The Amendment included the designation of 10,000,000 Preferred Shares with a par value of $0.001 per share.
On December 17, 2013, the Company filed a Certificate of Designation with the State of Nevada regarding the designation of 100 Series A Preferred Shares with a par value of $0.001 per share. In their entirety the Series A Preferred Shares, par value $0.001 per share, shall have the voting rights, at all times equal to 51% of the then voting rights of the Company. Each Preferred Share shall individually maintain voting rights equal to its pro rata allocation of the entirety of the Series, or 51%. Each share shall be convertible at an equal rate to voting rights. Any conversion of one or more Preferred Shares shall thereafter reduce the voting rights of the Series by the same.
eMONEco, Inc.
Notes to the Financial Statements
October 31, 2014
On April 4, 2014, the Company issued 100 Series A Preferred stock to JBD Consulting LLC.
On September 30, 2014, 130,000,000 shares of common stock were cancelled and returned to treasury.
5. INCOME TAXES
The Company follows ASC 740. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.
The provision for refundable federal income tax consists of the following for the periods ending:
|
|
October 31, 2014
|
October 31, 2013
|
||||||
|
Net operating loss
|
$ | 203,000 | $ | 83,990 | ||||
|
Change in valuation allowance
|
(203,000 | ) | (83,990 | ) | ||||
|
Net benefit
|
$ | - | $ | - | ||||
|
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
|
October 31, 2014
|
October 31,2013
|
||||||
|
Net operating loss carryover
|
$ | 352,400 | $ | 149,420 | ||||
|
Less: Valuation allowance
|
(352,400 | ) | (149,420 | ) | ||||
|
Net deferred tax asset
|
$ | - | $ | - | ||||
At October 31, 2014, the Company had an unused net operating loss carry-forward approximating $1,036,000 that is available to offset future taxable income; the loss carry-forward will start to expire in 2032.
eMONEco, Inc.
Notes to the Financial Statements
October 31, 2014
6. CONVERTIBLE NOTES PAYABLE and CONVERTIBLE LOANS
On July 22, 2013, the Company issued a Convertible Note (the “Note”) to Aldebourne, Ltd. (the Note holder) in connection with a $40,000 working capital loan to the Company. The terms and conditions of such Note allow for the prepayment of principal and accrued interest upon three (3) days’ written notice to the holder. The Company may pay 150% of the entire outstanding principal amount of the Note plus any accrued or unpaid interest. The Note holder retains the right to convert at any time, outstanding balance and accrued interest into shares of the Company’s common stock at a conversion price equal to 70% of the average lowest trading price for the five days prior to the conversion date. The Company recorded a discount of $40,000 related to the derivative liability at inception and a derivative expense of $14,795 at inception. The Company recorded amortization of $23,509 related to the discount during the year ended October 31, 2014. During the year ended October 31, 2014, the Company recorded a derivative liability of $45,254 and a derivative expense of $503. The interest rate is 14% per annum and the maturity date is July 21, 2015. The total accrued interest as of October 31, 2014 is $7,148.
On November 12, 2013, the Company issued a Convertible Note (the “Note”) to Aldebourne, Ltd. In connection with a $50,000 working capital loan to the Company. The Note matures on November 12, 2014 and carries an interest rate of 14% per annum, which will accrue and become due and payable with the principal. If either party decides to convert the Note and all accrued interest at the maturity date or before into common stock at a par value of $0.001, then the conversion rate will be $0.25 per share.
On December 10, 2013, the Company issued a Convertible Promissory Note (the “Note”) to Pro Players LLC, a company managed by the director and Secretary of the Company, in connection with a $10,000 working capital loan to the Company. The Note matures on December 10, 2014 and carries an interest rate of 14% which will accrue and become due and payable with the principal. If either party decides to convert the Note and all accrued interest at the maturity date or before into common stock at a par value of $0.001, then the conversion rate will be $0.25 per share.
On December 27, 2013, the Company issued a Convertible Promissory Note (the “Note”) to Pro Players LLC, a company managed by the director and Secretary of the Company, in connection with a $10,000 working capital loan to the Company. The Note matures on December 10, 2014 and carries an interest rate of 14% which will accrue and become due and payable with the principal. If either party decides to convert the Note and all accrued interest at the maturity date or before into common stock at a par value of $0.001, then the conversion rate will be $0.25 per share.
On March 25, 2014, the Company issued a Convertible Promissory Note (the “Note”) to Aldebourne Ltd. in connection with a $118,200 working capital loan to the Company. The Note matures on March 25, 2015 and carries an interest rate of 14% which will accrue and become due and payable with the principal. If either party decides to convert the Note and all accrued interest at the maturity date or before into common stock at a par value of $0.001, then the conversion rate will be $0.25 per share.
7. NOTES PAYABLE - RELATED PARTY
On September 9, 2014, the Company issued a Promissory Note (the “Note”) to JBD Consulting, LLC in connection with a $35,000 working capital loan to the Company. The Note matures on September 9, 2015 and carries no interest rate. This loan was repaid to JBD Consulting, LLC on October 2, 2014.
On September 23, 2014, the Company issued a Promissory Note (the “Note”) to JBD Consulting, LLC in connection with a $75,000 working capital loan to the Company. The Note matures on September 23, 2017 and carries an interest rate of 14% which will accrue and become due and payable with the principal.
eMONEco, Inc.
Notes to the Financial Statements
October 31, 2014
On October 17, 2014, the Company issued a Promissory Note (the “Note”) to JBD Consulting, LLC in connection with a $50,000 working capital loan to the Company. The Note matures on October 17, 2017 and carries an interest rate of 14% which will accrue and become due and payable with the principal.
8. SUBSEQUENT EVENTS
On December 24, 2014, JBD Consulting, LLC returned to the Company 79,833,329 shares of common stock, which have been placed in treasury retaining a balance of 28,500,000 shares of common stock.
On December 24, 2014, the Company issued 9,999,900 preferred shares to JBD Consulting, LLC making it the owner of 100% of the Preferred Stock of the Company.
On February 13, 2015, there are a total of 500,000,000 common shares and 10,000,000 preferred shares authorized, of which 52,680,000 shares of common stock and 10,000,000 shares of preferred stock are issued and outstanding.
None.
Evaluation of disclosure controls and procedures.
We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 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 our management including our principal executive and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive and principal financial officer concluded that our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure..
Management’s annual report on internal control over financial reporting.
Don E. Latson, our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and 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 our assets;
|
|
·
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and
|
|
·
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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.
Our Chief Executive and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of October 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework. A material weakness, as defined by SEC rules, is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses in internal control over financial reporting that were identified are:
|
a)
|
We did not maintain sufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of GAAP commensurate with our complexity and our financial accounting and reporting requirements. We have limited experience in the areas of financial reporting and disclosure controls and procedures. Also, we do not have an independent audit committee. As a result, there is a lack of monitoring of the financial reporting process and there is a reasonable possibility that material misstatements of the financial statements, including disclosures, will not be prevented or detected on a timely basis; and
|
|
b)
|
Due to our small size, we do not have a proper segregation of duties in certain areas of our financial reporting process. The areas where we have a lack of segregation of duties include cash receipts and disbursements, approval of purchases and approval of accounts payable invoices for payment. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.
|
Based on our assessment, our Chief Executive and Chief Financial Officer believes that, as of October 31, 2014, our internal control over financial reporting is not effective based on those criteria.
Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.
This report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this report.
Changes in internal control over financial reporting.
There were no changes in our internal control over financial reporting during the fourth quarter of the year ended October 31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART III
Directors and Executive Officers.
The following table sets forth information regarding our executive officer and directors.
|
Name and Address
|
Age
|
Position(s)
|
||
|
Donald E. Latson
|
51
|
Director, President, CFO, CEO, Treasurer
|
||
|
Dale Davis
|
45
|
Director, Secretary
|
Dale Davis is an officer and a Director since April 9, 2013, when he was appointed by Wendy Wildmen, then the sole director. Elliott Lydell (Dale) Davis, born March 25, 1969 in Toccoa, Georgia is the founder and CEO of both Pro Player Holdings and The Dale Davis Foundation for at Risk Youth, which grants scholarships across the country. Mr. Davis, a graduate of Clemson University with a degree in Business Management, was drafted by the Indiana Pacers in the first round of the 1991 National Basketball Association (NBA) Draft (13th overall).
In his first nine years in the NBA, Mr. Davis led the Pacers in field goal percentage and is ranked first in team history in that category and rebounding. In 2000, Mr. Davis was selected to participate in the NBA All-Star game. He played in the Final Four of the NBA Finals four times and was ranked 22nd in NBA history in career field goal percentage. He also played for Portland, Golden State, New Orleans and Detroit.
Mr. Davis founded the company World Ain’t Right (W.A.R.) Enterprises, which produces projects in the Movie, Music, Technology, Social Media and Entertainment sector. W.A.R. Entertainment has produced several film projects that have been distributed by Universal Studios; as well as several music projects independently distributed.
Mr. Davis is the founder of Pro Player Holdings, LLC. Pro Player Holdings is a privately held, diversified holding company that secures, merges, augments and directs the investments of professional athletes, agents, coaches, managers and investment partners.
As a member of the management team for Pro Player Holdings, LLC Mr. Davis created Pro Player University in conjunction with San Diego University for Integrative Studies. Pro Player University paves the way for professional athletes to continue their educational pursuits via an online educational channel and career development program.
Donald E. Latson has been an officer and a Director since his appointment on April 17, 2013, pursuant to the MONE Licensing Agreement. Mr. Donald E. Latson, born January 27, 1964 in Tampa, Florida is an entrepreneur and Founder and Managing Partner of JBD Consulting, a boutique consulting firm, established in 2005. The firm provides customized payment processing solutions, and develops custom distribution channels for businesses in the financial services and health care market sectors.
From June of 2008 to November of 2009, Mr. Latson served as Vice President of Product Development for US Central Federal Credit Union, at the time the nation’s only wholesale corporate credit union, where he was responsible for emerging markets with emphasis on payments convergence, multi-channel banking, and electronic payments platforms.
In 1996 Mr. Latson was recruited by a Kansas City based venture capital firm to join DynamicVOICE, LLC (formerly CompuSPEAK) in Lenexa, Kansas. The company was instrumental in changing the way wireless digital voice processing devices are implemented and safely used in healthcare environments. Mr. Latson served as President and Chief Operating Officer of the company until 2005, when he founded JBD Consulting.
Mr. Latson’s professional foundation began in 1987 with Dictaphone Corporation in Tampa, Florida where he rapidly rose through the company’s ranks and was promoted to its headquarters in Stratford, CT, in 1990. In the company’s world headquarters Mr. Latson served as Marketing Manager and Marketing Director responsible for the development of strategic alliances, and management of new product launch activities.
Mr. Latson is a 1986 graduate of Valdosta State University with degrees in Marketing (BBA) and Management Information Systems (BBA).
Family Relationships.
There is no family relationship between any of our officers or directors.
Involvement in Legal Proceedings.
There are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of our officers or directors from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony. Nor are any of the officers or directors of any corporation or entity affiliated with us so enjoined.
Section 16(a) Beneficial Ownership Reporting Compliance.
None of our officers, directors, and principal shareholders have filed all reports required to be filed on, respectively, a Form 3 (Initial Statement of Beneficial Ownership of Securities), a Form 4 (Statement of Changes of Beneficial Ownership of Securities), or a Form 5 (Annual Statement of Beneficial Ownership of Securities).
Board Committees.
Our Board of Directors does not currently have a compensation committee or nominating and corporate governance committee because, due to the Board of Director’s composition and our relatively limited operations, the Board of Directors is able to effectively manage the issues normally considered by such committees. Our Board of Directors may undertake a review of the need for these committees in the future.
Audit Committee and Financial Expert.
We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.
We do not have a code of ethics.
The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the last two fiscal years ended on October 31, 2014 and 2013.
SUMMARY COMPENSATION TABLE
|
Name and Principal Position
|
Year
|
Salary
(US$)
|
Bonus
(US$)
|
Stock
Awards
(US$)
|
Option Awards
(US$)
|
Non-Equity Incentive Plan Compensation (US$)
|
Nonqualified Deferred Compensation Earnings (US$)
|
All Other Compensation (US$)
|
Total
(US$)
|
|||||||||||||||||||||||||
|
Donald Latson
|
2014
|
15,000(1)
|
0
|
108,333(2)
|
0
|
0
|
0
|
141,500(3)
|
264,833
|
|||||||||||||||||||||||||
|
President
|
2013
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||||||||
|
Dale Davis
|
2014
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||||||||
|
Secretary
|
2013
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||||||||
|
Wendy Wildman
|
2014
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||||||||
|
Pres. (resigned)
|
2013
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||||||||
|
Clive Hope
|
2014
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||||||||
|
Sec. (resigned)
|
2013
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||||||||
(1) During the year ended October 31, 2014, the Company incurred $15,000 in management fees by the CEO. The Company agreed to pay its CEO $2,500 per month for management services.
(2) On November 20, 2013, the Company issued a total of 108,333,329 shares of restricted common stock to JBD Consulting, LLC pursuant to the terms of the MONE Licensing Agreement. The fair value of the shares on the date of issuance was $108,333. JBD Consulting, LLC is owned by the CEO of the Company. On December 24, 2014, JBD Consulting, LLC returned to the Company 79,833,329 shares of common stock, which have been placed in treasury retaining a balance of 28,500,000 shares of common stock.
(3) During the year ended October 31, 2014, the Company incurred $141,500 in consulting fees to JBD Consulting LLC, which is owned by the CEO of the Company.
There are no current employment agreements between the company and its sole officer. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.
As of October 31, 2014, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.
None of our directors have received monetary compensation since our inception until October 31, 2014. We currently do not pay any compensation to our directors serving on our board of directors.
The following table lists, as of February 13, 2015, 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 shareholders 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 52,680,000 shares of our common stock issued as of February 13, 2015. Unless otherwise indicated, the address of each stockholder listed below is c/o eMONEco, Inc., 4745 W. 136th Street, Leawood, KS 66224.
|
Title of Class
|
Name and Address of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percentage
|
||||||
|
Common Stock
|
JBD Consulting, LLC1
|
28,500,000
|
54.10
|
%
|
|||||
|
Common Stock
|
Dale Davis2
|
0
|
0.00
|
%
|
|||||
|
Common Stock
|
All officers and directors (2 persons)
|
28,500,000
|
54.10
|
%
|
|||||
|
1.
|
Don E. Latson, the President and CEO of the Company is the principal of JBD Consulting, LLC
|
|
2.
|
Dale Davis is a Director and Officer of the Company
|
Changes in Control.
Our management is not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K, currently. Per the terms of the MONE Licensing Agreement, JBD Consulting, LLC, which is owned by the CEO of the Company, was shall be issued 100 shares of Series A Preferred stock which voting rights, in total, will equal, at all times, 51% of the then voting. The Series A Preferred shares convert at the same rate and each share shall carry a pro rata conversion feature.
On November 20, 2013, we issued a total of 108,333,329 shares of restricted common stock (post forward stock split) to JBD Consulting, LLC pursuant to the terms of the MONE Licensing Agreement. Don E. Latson, a member of the Board of Directors and our CEO and President, is the principal of JBD Consulting, LLC. Mr. Latson or JBD Consulting, LLC shall receive 100 shares of Series A Preferred shares that vote and convert to common at a rate always equal to 51% of the total voting rights of all other shares. Additionally, the transaction itself is between the Company and JBD Consulting, LLC, who shall be the beneficiary of the licensing arrangements stated therein. A copy of the transaction can be found in the Form 8-K filed with the Commission of April 17, 2013.
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.”
Audit Fees.
The aggregate fees billed in each of the fiscal years ended October 31, 2014 and 2013 for professional services rendered by the principal accountant for the audit of our annual financial statements and quarterly review of the financial statements included in our Form 10-K and Form 10-Q, respectively, or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $29,239 and $11,690 respectively.
Audit-Related Fees.
For each of the fiscal years ended October 31, 2014 and 2013, there were no fees billed for services reasonably related to the performance of the audit or review of the financial statements outside of those fees disclosed above under “Audit Fees.”
Tax Fees.
None.
All Other Fees.
None.
Pre-Approval Policies and Procedures.
Prior to engaging our accountants to perform a particular service, our Board of Directors obtains an estimate for the service to be performed. All of the services described above were approved by the Board of Directors in accordance with its procedures.
PART IV
The following exhibits are filed as part of this Annual Report.
Exhibits:
|
3.1
|
Articles of Incorporation of the Registrant*
|
|
3.1.1
|
Articles of Incorporation of Mascot Ventures, Inc. filed with the Secretary of State of the State of Nevada September 27, 2007*
|
|
3.1.2
|
Certificate of Amendment to Articles of Incorporation of Mascot Ventures filed with the Secretary of State of the State of Nevada December 16, 2013***
|
|
3.2
|
Bylaws of the Registrant*
|
|
10.1
|
Reorganization And Exclusive Sponsorship Licensing Agreement dated April 15, 2013**
|
|
31
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002***
|
|
32
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley***
|
|
* filed as the corresponding exhibit to the Form S-1 (Registration No. 333-164845) effective as of June 15, 2010
|
|
** filed as the corresponding exhibit to the Current Report on Form 8-K filed by the Company on August 17, 2013
|
|
*** filed herewith
|
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
EMONECO, INC.
|
|||
|
Dated: February 13, 2015
|
By:
|
/s/ Donald E. Latson
|
|
|
Title:
|
President CEO, CFO and Treasurer
|
||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Dated: February 13, 2015
|
By:
|
/s/ Donald E. Latson
|
|
|
Title:
|
President CEO, CFO and Treasurer
|