Attached files
| file | filename |
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| EX-31 - KollagenX Corp. | ex31_1.htm |
| EX-32 - KollagenX Corp. | ex32.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For the quarterly period ended December 31, 2014
Commission File Number 000-54667
KOLLAGENX CORP.
(Exact name of small business issuer as specified in its charter)
INTEGRATED ELECTRIC SYSTEMS CORP.
(Former Name of small business issuer)
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NEVADA
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20-8624019
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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4850 Eucalyptus Ave.
Chino Ca 91710
(Address of Principal Executive Offices & Zip Code)
(800) 641-8004
(Telephone Number)
Registered Agents of Nevada, Inc.
711 S Carson St. Ste. 4
Carson, NV 89701
(775) 882-4641
(Name, Address and Telephone Number of Agent for Service)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ X ] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ X ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if smaller reporting company)
There were 54,000,000 shares of Common Stock outstanding as of February 20, 2015.
KOLLAGENX CORP.
TABLE OF CONTENTS
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Page No.
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Part I
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Item 1.
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Condensed Consolidated Financial Statements
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4
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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14
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk
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15
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Item 4.
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Controls and Procedures
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15
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Part II
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Item 1.
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Legal Proceedings
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16
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Item 1A.
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Risk Factors
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16
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
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16
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Item 3.
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Defaults Upon Senior Securities
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16
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Item 4.
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Mine Safety Disclosures
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16
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Item 5.
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Other Information
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16
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Item 6
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Exhibits
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16
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Signatures
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17
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- 2 -
Item 1. Financial Statements.
The following interim unaudited financial statements of KollagenX Corp. (the "Company") for the nine month period ended December 31, 2014 are included with this Quarterly Report on Form 10-Q:
| (a) | Consolidated Condensed Balance Sheets as at December 31, 2014 and February 28, 2014. |
| (b) | Consolidated Condensed Statements of Operations and Comprehensive Loss for the three and nine months ended December 31, 2014 and the three and nine months ended November 30, 2013. |
| (c) | Consolidated Condensed Statement of Shareholders' Deficit for the nine months ended December 31, 2014 |
| (d) | Consolidated Condensed Statements of Cash Flows for the nine months ended December 31, 2014 and nine months ended November 30, 2013. |
| (e) | Notes to Consolidated Condensed Financial Statements. |
- 3 -
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KollagenX Corp
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||||||||
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Consolidated Condensed Balance Sheets
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||||||||
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December 31
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February 28
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|||||||
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2014
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2014
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|||||||
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(audited)
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||||||||
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Assets
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||||||||
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Current assets
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||||||||
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Cash and cash equivalents
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$
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1,057
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$
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4,905
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Accounts receivable
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40,557
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-
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||||||
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Inventory
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69,985
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82,244
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Advance to vendor
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6,600
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-
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Prepaid expenses and other current assets
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137,777
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-
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||||||
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Total current assets
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255,976
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87,149
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Long term assets
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||||||||
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Related party receivable
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-
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10,000
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||||||
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Equipment
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17,236
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17,236
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Computer equipment
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13,904
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13,904
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||||||
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31,140
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41,140
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Less: accumulated depreciation
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(31,140
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)
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(31,140
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)
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Total long term assets
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-
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10,000
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Total assets
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$
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255,976
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$
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97,149
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Liabilities and Stockholders' Equity
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||||||||
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Current liabilities
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Accounts payable and accrued expenses
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$
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66,824
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$
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39,108
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Loans payable
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162,020
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89,350
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Notes payable
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187,562
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75,000
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Related party payable
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115,045
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45,654
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Total current liabilities
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531,451
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249,112
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Long term liabilities
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3% unsecured note payable
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199,975
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-
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||||||
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Total long term liability
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199,975
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-
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Stockholders' equity
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Preferred stock, $0.001 par value, 5,000,000 shares authorized;
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1,000,000 issued and outstanding as of September 30, 2014 and
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none issued as of March 31, 2013.
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1,000
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-
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Common stock, $0.001 par value, 750,000,000 shares authorized;
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54,000,000 shares issued and outstanding
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as of September 30, 2014 and March 31, 2013.
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54,000
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1,000
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||||||
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Common shares to be issued
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-
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-
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Additional paid in capital
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(194,873
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)
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-
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Accumulated deficit
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(335,577
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)
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(152,963
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)
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Total stockholders' equity
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(475,450
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)
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(151,963
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)
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Total liabilities and stockholders' equity
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255,976
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97,149
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See accompanying notes to unaudited financial statements
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- 4 -
KollagenX Corp
Consolidated Condensed Statements of Operations
Unaudited
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For the three months ended
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For the nine months ended
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For the three months ended
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For the nine months ended
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|||||||||||||
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December 31
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December 31
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November 30
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November 30
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2014
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2014 |
2013
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2013 | |||||||||||||
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Income
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Revenue
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$
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94,638
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$
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220,572
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$
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45,516
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$
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223,670
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||||||||
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Total revenue
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94,638
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220,572
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45,516
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223,670
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Cost of sales
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||||||||||||||||
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Purchases
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48,453
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57,096
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12,556
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36,844
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||||||||||||
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Freight
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-
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3,156
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2,084
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6,237
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Total cost of sales
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48,453
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60,252
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14,640
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43,081
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Gross profit
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46,185
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160,320
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30,877
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180,589
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Operating expenses
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General and administrative
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85,677
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162,633
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24,635
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121,372
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Management salaries
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53,951
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109,473
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-
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-
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Trade shows
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4,685
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33,388
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3,204
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37,565
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Wages
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6,766
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24,409
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600
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18,092
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Total operating expenses
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151,079
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329,903
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28,439
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177,028
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Profit (Loss) from operations
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(104,894
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)
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(169,583
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)
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2,438
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3,561
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Other expenses
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Interest
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8,964
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13,031
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1,603
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1,603
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Total other expenses
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8,964
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13,031
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1,603
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1,603
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Profit (Loss) for the three and nine months
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$
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(113,858
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)
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$
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(182,614
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)
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$
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835
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$
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1,958
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Loss per common share - basic and diluted
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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) |
$
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(0.00
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) | ||||
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Weighted average common shares
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||||||||||||||||
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outstanding - basic and diluted
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54,000,000
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54,000,000
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10,000,000 | 10,000,000 | ||||||||||||
See accompanying notes to unaudited financial statements
- 5 -
KOLLAGENX, CORP.
STATEMENT OF STOCKHOLDERS' DEFICIT
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Preferred Stock
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Common Stock
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Accumulated
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Stockholders'
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||||||||||||||||||||||||
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Shares
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Par Value
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Shares
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Par Value
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APIC
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Deficit
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Equity
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||||||||||||||||||||||
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Balance, March 1, 2012
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-
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1,000
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1,000
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(124,525
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)
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(123,525
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)
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||||||||||||||||||||
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Loss for the year ended February 28, 2013
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-
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-
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(11,526
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)
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(11,526
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)
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||||||||||||||||||||||
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Balance, February 28, 2013
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1,000
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1,000
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(136,051
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)
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(135,051
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)
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||||||||||||||||||||||
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Loss for the year ended February 28, 2014
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-
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-
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-
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(16,912
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)
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(16,912
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)
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|||||||||||||||||||||
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Balance, February 28, 2014 (Audited)
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-
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1,000
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1,000
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(152,963
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)
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(151,963
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)
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|||||||||||||||||||||
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Issuance of Preferred Shares
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1,000,000
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1,000
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(1,000
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)
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-
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|||||||||||||||||||||||
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Merger Recapitalization 8/4/2014
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54,000,000
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54,000
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13,000
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67,000
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||||||||||||||||||||||||
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Share Exchange per Merger Agreement
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9,999,000
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9,000
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(216,873
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)
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(207,873
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)
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||||||||||||||||||||||
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Shares cancelled and returned
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(10,000,000
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)
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(10,000
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)
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10,000
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-
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||||||||||||||||||||||
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Loss for the nine months ended December 31, 2014
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(182,614
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)
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(182,614
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)
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||||||||||||||||||||||||
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Balance, December 31, 2014 (Unaudited)
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1,000,000
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$
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1,000
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54,000,000
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$
|
54,000
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$
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(194,873
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)
|
$
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(335,577
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)
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$
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(475,450
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)
|
|||||||||||||
See accompanying notes to financial statements
- 6 -
KollagenX Corp
Consolidated Condensed Statements of Cash Flow
Unaudited|
For the nine months ended
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For the nine months ended
|
|||||||
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December 31,
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November 30,
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|||||||
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2014
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2013
|
|||||||
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Cash flows from operating activities:
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||||||||
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Net income (loss)
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$
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(182,615
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)
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$
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1,813
|
|||
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Adjustments to reconcile net loss to net
|
||||||||
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cash used by operating activities:
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||||||||
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Amortization of prepaid consulting fees
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22,223
|
-
|
||||||
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Changes in operating assets and liabilities:
|
||||||||
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Increase in accounts receivable
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(37,155
|
)
|
-
|
|||||
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Prepaid expenses
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(160,000
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)
|
-
|
|||||
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Decrease in inventory
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12,259
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-
|
||||||
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Accounts payable and accrued liabilities
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27,716
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23,043
|
||||||
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Net cash used by operating activities
|
(317,573
|
)
|
24,856
|
|||||
|
Cash flows from investing activities:
|
||||||||
|
Property and equipment acquisitions
|
-
|
(14,590
|
)
|
|||||
|
Net cash used by investing activities
|
-
|
(14,590
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)
|
|||||
|
Cash flows from financing activities:
|
||||||||
|
Net assets acquired from acquisition
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(140,873
|
)
|
-
|
|||||
|
Increase(Reduction) in related party payable
|
69,391
|
(18,242
|
)
|
|||||
|
Proceeds from sale of notes payable
|
312,537
|
-
|
||||||
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Proceeds from loans payable
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72,670
|
6,908
|
||||||
|
Net cash provided by financing activities
|
313,725
|
(11,334
|
)
|
|||||
|
Net change in cash
|
(3,848
|
)
|
(1,068
|
)
|
||||
|
Cash, beginning of period
|
4,905
|
3,456
|
||||||
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Cash, end of period
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$
|
1,057
|
$
|
2,388
|
||||
|
Supplemental disclosure of cash flow information:
|
||||||||
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Interest paid
|
$
|
-
|
$
|
-
|
||||
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Income taxes paid
|
$
|
-
|
$
|
-
|
||||
See accompanying notes to financial statements
- 7 -
KOLLAGENX CORP.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
As of December 31, 2014
NOTE 1 - ORGANIZATION AND OPERATIONS
KollagenX Corp. (formerly known as Integrated Electric Systems Corp. and previously Raider Ventures, Inc.) was incorporated in the State of Nevada on March 5, 2007 as Northern Minerals, Inc. Our original business was to engage in the acquisition, exploration and development of natural resource properties. On July 17, 2014 our board of directors approved, both, a letter of intent and the preparation of an agreement and plan to acquire 100% of the outstanding common shares of KollagenX, Inc. a California corporation, and to effect a name change from Integrated Electric Systems Corp. to KollagenX Corp., for the sole purpose of expanding the KollagenX, Inc. business plan for the distribution of personal beauty products.
Articles of Merger to effect the merger between the newly created KollagenX Corp. and Integrated, and to change the name, from Integrated to KollagenX, were filed with and became effective with the Nevada Secretary of State on July 23, 2014. The name change was reviewed by the Financial Industry Regulatory Authority (FINRA) and approved for filing with an effective date of July 30, 2014 and became effective with the Over-the-Counter Bulletin Board at the opening of trading on July 30, 2014 under the symbol "KGNX". Our new CUSIP number is 50043U107.
A Share Exchange Agreement, between the newly created KollagenX Corp., KollagenX, Inc. and the shareholders of KollagenX, Inc. became effective August 4, 2014. Pursuant to that Share Exchange Agreement, all of the outstanding shares of KollagenX, Inc., (1,000) were traded for 10,000,000 common shares of KollagenX Corp. Simultaneously, the two shareholders of KollagenX, Inc., Rondell Fletcher and George Huerta, were elected as Directors and appointed to the Positions of President and CEO respectively, of KollagenX Corp.
KollagenX, Inc., a California corporation, was incorporated on May 15, 2009 as QWR, Inc. and changed its name to KollagenX Inc. on October 8, 2013.
The acquisition of KollagenX, INC. has been recorded as a reverse merger. As such, the historical statements of KollagenX, CORP. have replaced those of KollagenX, INC., except for the outstanding stock of the Company. A pro forma balance sheet is presented as of the date of the merger. Additionally, a statement of Shareholders' Deficit is included to illustrate the pro forma recapitalization resultant of the Share Exchange Agreement. A pro forma statement of operations is presented as if the merger had occurred on the date of inception (March 5, 2007).
KollagenX CORP.'s and KollagenX, INC.'s respective year ends are currently March 31 and February 28, respectively. KollagenX, CORP. is currently in the process of changing their fiscal year end, via Amendments to the Articles of Incorporation in the State of Nevada, to February 28. Management believes this date, the current fiscal year end date of the Operating Company (KollagenX, INC.), would be better suited for the company and shareholders alike."
The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. Additionally, these interim financial statements should be read in conjunction with the financial statements of the Company for the year ended February 28, 2014 and notes thereto included in the Company's Amended Super 8K, as filed with the SEC on August 18, 2014.
- 8 -
KOLLAGENX CORP.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
As of December 31, 2014
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended March 31, 2014 and notes thereto included in the Company's Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.
Operating results for the three and nine months ended December 31, 2014 are not necessarily indicative of the results that may be expected in the annual report.
Summary of Significant Accounting Policies
This summary of significant accounting policies of KollagenX Corp. is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management who is responsible for the integrity and objectivity of the financial statements. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
Use of estimates
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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash
Cash consists of petty cash, checking, savings, and money market accounts. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2014 and February 28, 2014.
The Company maintains its cash in bank deposit accounts which, at times, may exceed federal insured limits.
Accounts Receivable
Accounts receivable are carried at their estimated collectible amounts. The Company provides allowances for uncollectible accounts receivable equal to the estimated collection losses that will be incurred in collection of all receivables. Accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company's management determines which accounts are past due and if deemed uncollectible, the Company charges off the receivable in the period the determination is made. The Company generally requires no collateral to secure its ordinary accounts receivable.
Property and Equipment
Property and equipment are stated at cost and depreciated using both straight-line and accelerated methods over estimated useful lives ranging from 3 to 5 years. Upon disposition of property and equipment, related gains and losses are recorded in operations. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expenses as incurred.
- 9 -
KOLLAGENX CORP.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
As of December 31, 2014
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
Inventory
Substantially all inventory consists of finished goods and is valued based upon first-in first-out ("FIFO") cost, not in excess of market. The determination of whether the carrying amount of inventory requires a write-down is based on a detailed evaluation of inventory relative to any potential slowing moving products or discontinued items as well as the market conditions for the specific inventory items.
Advertising
The Company generally expenses advertising costs as incurred.
Depreciation and amortization
Depreciation and amortization expense primarily consists of the non-cash write-down of tangible and intangible assets over their expected economic lives. We expect this expense to continue to grow in absolute dollars and potentially as a percentage of revenue as we continue to grow and incur capital expenditures to improve our technological infrastructure and acquire assets through potential future acquisitions.
Revenue Recognition
Revenue consists of product sales at market minus any discount afforded to a client or customer, and professional services and products sold.
We recognize revenue when persuasive evidence of an arrangement exists, pricing is fixed and determinable, collection is reasonably assured and delivery or performance of service has occurred. Customer prepayments are reflected as deferred revenue as long as there is persuasive evidence that the purchased product will be shipped within a reasonable time.
Sales revenue is recognized upon the shipment of merchandise to customers.
Professional and consulting services related to the implementation and use of our products, are generally performed on a fixed fee basis under separate service arrangements.
Fair Value of Financial Instruments
The Company's financial instruments include cash, accounts receivable, accounts payable, and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2014 and February 28, 2014. The Company did not engage in any transaction involving derivative instruments.
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The three levels of the fair value hierarchy are described below:
- 10 -
KOLLAGENX CORP.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
As of December 31, 2014
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
Recent Accounting Pronouncements
On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders' equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.
There are no other recent accounting pronouncements that are expected to have a material effect on the Company's financial statements.
Share-based Compensation - The Company recognizes share-based compensation, including stock option grants, warrants and restricted stock grants at their fair value on the grant date. Share based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. Compensation expense is generally recognized on a straight-line basis over the vesting period.
Dividends - The payment of dividends by the Company in the future will be at the discretion of the Board of Directors and will depend on earnings, capital requirements and financial condition, as well as other relevant factors. The Company does not intend to pay any cash dividends in the foreseeable future but intend to retain all earnings, if any, for use in the business.
Earnings (Loss) per Share - Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.
The computation of basic and diluted loss per share for the periods presented is equivalent since the Company had continuing losses. The Company had no common stock equivalents as of September 30, 2014.
Risks and Uncertainties - The Company's operations and future are dependent in a large part on its ability to develop its business model in a competitive market. The Company intends to operate in an industry that is subject to intense competition and change in consumer demand. The Company's operations are subject to significant risk and uncertainties including financial and operational risks and the potential risk of business failure. The Company's inability to meet its business plan and target customer demand may have a material adverse effect on its financial condition, results of operations and cash flows.
Principles of Consolidation
All intercompany balances and transactions, among the companies, have been eliminated upon consolidation.
- 11 -
KOLLAGENX CORP.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
As of December 31, 2014
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Taxes - Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities at tax rates expected to be in effect when such assets or liabilities are realized or settled. Deferred income tax assets are reduced by valuation allowances when necessary.
Assessing whether deferred tax assets are realizable requires significant judgment. The Company considers all available positive and negative evidence, including historical operating performance and expectations of future operating performance. The ultimate realization of deferred tax assets is often dependent upon future taxable income and therefore can be uncertain. To the extent the Company believes it is more likely than not that all or some portion of the asset will not be realized, valuation allowances are established against the Company's deferred tax assets, which increase income tax expense in the period when such a determination is made.
Income taxes include the largest amount of tax benefit for an uncertain tax position that is more likely than not to be sustained upon audit based on the technical merits of the tax position. Settlements with tax authorities, the expiration of statutes of limitations for particular tax positions, or obtaining new information on particular tax positions may cause a change to the effective tax rate. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes on the statements of operations.
At December 31, 2014 and February 28, 2014, the Company determined that it has no tax liability and no tax benefit.
NOTE 3- ACQUISITION OF KOLLAGENX INC.
On August 4, 2014, the Company completed, as reported on Form 8K filed on August 13, 2014, through a Stock Purchase Agreement, the acquisition of KollagenX Inc. a California corporation focused on the cosmetics business.
The acquisition of KollagenX, INC. has been recorded as a reverse merger. As such, the historical statements of KollagenX, CORP. have replaced those of KollagenX, INC., except for the outstanding stock of the Company. A pro forma balance sheet is presented as of the date of the merger. Additionally, a statement of Shareholders' Deficit is included to illustrate the pro forma recapitalization resultant of the Share Exchange Agreement. A pro forma statement of operations is presented as if the merger had occurred on the date of inception (March 5, 2007).
KollagenX CORP.'s and KollagenX, INC.'s respective year ends are currently March 31 and February 28, respectively. KollagenX, CORP. is currently in the process of changing their fiscal year end, via Amendments to the Articles of Incorporation in the State of Nevada, to February 28. Management believes this date, the current fiscal year end date of the Operating Company (KollagenX, INC.), would be better suited for the company and shareholders alike.
The purchase price, for 100% of the issued and outstanding common shares of KollagenX Inc., was 10,000,000 restricted common shares of KollagenX Corp issued to the shareholders of KollagenX Inc.
The operations of KollagenX Inc are included in the condensed combined balance sheets for the nine months ended November 30, 2014 and February 28, 2014 and in the income statement for the nine and three months ended December 31, 2014 and 2013.
- 12 -
KOLLAGENX CORP.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
As of December 31, 2014
NOTE 4 - GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, during the nine months ended December 31, 2014, the Company incurred net losses of $182,613 had an accumulated deficit of $335,577. The KollagenX Inc. revenue for the nine months ended December 31, 2014 through November 30, 2014 was $220,572 as compared to $223,670 for the same period in 2013. If the Company is unable to generate profits and is unable to continue to obtain financing for its working capital requirements, it may have to curtail its business sharply or cease business altogether. These factors raise substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustment relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company is taking certain steps to provide the necessary capital to continue its operations. These steps included, but are not limited to: 1) focus on sales to minimize the need for capital at this stage; 2) converting part of the outstanding accounts payable to equity; 3) raising equity financing; 4) continuous focus on reductions in cost where possible.
NOTE 5 – ACCOUNTS RECEIVABLE
On December 31, 2014 the Company had accounts receivable of $46,613 and determined that an allowance for potential uncollectability of $6,176 was appropriate. There were no accounts receivable on February 28, 2014.
NOTE 6 – INVENTORY
The Company's inventory of merchandise held for resale, on December 31, 2014, was $69,985, valued on a first in, first out basis as compared to $82,244 at February 28, 2014, similarly valued. The difference is attributable to normal business practices.
NOTE 7– PREPAID EXPENSES
On September 22, 2014 the Company entered into a twenty-four month consulting agreement, with a Company that has expertise in providing management advice and financial services advice. The entire fee of $160,000 was paid in advance and will be amortized in equal monthly amounts over the twenty-four months. $22,223 was amortized for the period September 22, 2014 through December 31, 2014.
NOTE 8 – ACCOUNTS PAYABLE
On December 31, 2014, trade accounts payable amounted to $66,824 compared to $39,108 at February 28, 2014.
- 13 -
KOLLAGENX CORP.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
As of December 31, 2014
NOTE 9 – NOTES AND LOANS PAYABLE
|
December 31,
|
February 28,
|
|||||||
|
2014
|
2014
|
|||||||
| Current Liabilities | ||||||||
|
Unsecured non interest bearing loan payable, no maturity date
|
$
|
68,459
|
$
|
70,165
|
||||
|
Unsecured non interest bearing loan payable, no maturity date
|
20,029
|
19,185
|
||||||
|
Unsecured non interest bearing loan payable, no maturity date
|
73,532
|
|||||||
|
Total loans payable
|
162,020
|
89,350
|
||||||
|
Unsecured non interest bearing loan payable, no maturity date
|
-
|
75,000
|
||||||
|
4% unsecured promissory note payable, dated August 13, 2012 , due August 13, 2014
|
30,000
|
-
|
||||||
|
4% unsecured promissory note payable, dated December 18, 2012 due December 18, 2014.
|
50,000
|
-
|
||||||
|
4%Unsecured promissory note payable, dated June 13, 2013 , due June 13, 2015.
|
20,000
|
-
|
||||||
|
4% unsecured promissory note payable, dated October 7, 2013 , due October 7, 2014.
|
10,000
|
-
|
||||||
|
4% unsecured promissory note payable, dated December 18, 2013, due December 18, 2014.
|
5,000
|
-
|
||||||
|
4% unsecured promissory note payable, dated February 19, 2014 , due February 19, 2015.
|
5,000
|
-
|
||||||
|
4% unsecured promissory note payable, dated April 16, 2014 , due April 16, 2015.
|
10,000
|
-
|
||||||
|
4% unsecured promissory note payable, dated June 24, 2014 , due June 24, 2015.
|
6,000
|
-
|
||||||
|
136,000
|
||||||||
|
3% unsecured promissory note payable dated September 15, 2014, due September 15, 2015
|
10,000
|
-
|
||||||
|
6% unsecured promissory note payable dated July 31, 2014 due January 31, 2015
|
16,562
|
-
|
||||||
|
6% unsecured promissory note payable dated July 31, due July 31, 2015
|
25,000
|
-
|
||||||
|
$
|
187,562
|
$
|
75,000
|
|||||
|
$
|
349,582
|
$
|
164,350
|
|||||
|
Related party debt
|
$
|
115,045
|
$
|
45,653
|
||||
| Long Term Liabilities | ||||||||
|
3% convertible due February 21, 2016
|
$
|
199,975
|
$
|
-
|
||||
NOTE 10 - STOCKHOLDERS' DEFICIT
As of December 31, 2014, there were 54,000,000 shares of common stock outstanding, and 1,000,000 preferred shares outstanding. 10,000,000 common shares were issued pursuant to the Stock Exchange agreement and Eco Investment Properties contributed 10,000,000 of its common share holdings back to the Company which were cancelled.
Preferred Stock
As of December 31, 2014, there were 5,000,000 preferred shares authorized and 1,000,000 preferred shares outstanding, which had been issued to a director for services rendered and were expensed at $0.001 per share. The issued preferred shares were returned to the Company in January 2015, and appropriate documentation was completed to remove the preferred designation from the Articles of Incorporation.
The board of directors had previously set the voting rights for the preferred stock at 1 share of preferred to 250 common shares.
- 14 -
The holders of the Class A Preferred Stock shall vote for the election of directors, and shall have full voting rights, except that each Class
A Preferred share shall ensure one holder to seven hundred fifty (750) votes for each one (1) Class A Preferred Share held. The Class A Preferred Stock shall not be redeemable but the holders shall be entitled, at any time, to convert their shares into shares of the Company's Common Stock at the rate of one (1) share of Class A Preferred Stock for one (1) share of Common Stock. On January 20, 2015 the Board of Directors resolved to withdraw the Certificate of Designation for the Class A preferred, which shares had been returned to the Company. Appropriate documents were completed and filed with the State of Nevada to amend the Company's Articles of Incorporation to delete the preferred share designation.
Common Stock
On December 31, 2014 the Company had 750,000,000 common shares, par value $0.001 authorized and 54,000,000 issued and outstanding.
On August 4, 2014 pursuant to the Stock Exchange Agreement, for the acquisition of 100% of the outstanding common shares of KollagenX Inc., the Company agreed to issue 10,000,000 of its Common Shares to the shareholders of KollagenX Inc. The shares were issued on November 14, 2014. On the same date, Eco Investment Properties contributed 10,000,000 of its common share holdings back to the Company, leaving the total issued and outstanding at 54,000,000 shares.
NOTE 11 - RELATED PARTY TRANSACTIONS
As of December 31, 2014, KollagenX Inc. owed $33,800 and $72,379 to each of its two directors respectively.
On January 16, 2015, the Company accepted the offer of the Director, holding the 1,000,000 preferred shares, to return the shares to the Company and on January 20, 2015 filed a Certificate of Withdrawal and amended
- 15 -
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act. The words "believes," "anticipates," "plans," "seeks," "expects," "intends" and similar expressions identify some of the forward-looking statements. Forward-looking statements are not guarantees of performance or future results and involve risks, uncertainties and assumptions. The factors discussed elsewhere in this Form 10-Q could also cause actual results to differ materially from those indicated by the Company's forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements.
Business and Plan of Operation
KollagenX Corp. (formerly known as Integrated Electric Systems Corp. and previously Raider Ventures, Inc.) was incorporated in the State of Nevada on March 5, 2007 as Northern Minerals, Inc.
Our original business was to engage in the acquisition, exploration and development of natural resource properties. We received the results of Phase 1 and Phase 1A of the exploration program from the consulting geologist. The findings were not promising and management determined it was in the best interests of the shareholders to allow the claim to lapse.
On July 17, 2014, our board of directors approved an agreement and plan of merger to merge with our wholly-owned subsidiary KollagenX Corp., a Nevada corporation, to effect a name change from Integrated Electric Systems Corp. to KollagenX Corp. KollagenX Corp. was formed solely for the change of name and business plan for the distribution of personal beauty products.
Articles of Merger to effect the merger and change of name were filed and became effective with the Nevada Secretary of State on July 23, 2014.
The name change has been reviewed by the Financial Industry Regulatory Authority (FINRA) and has been approved for filing with an effective date of July 30, 2014.
The name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on July 30, 2014 under the symbol "KGNX". Our new CUSIP number is 50043U107.
On August 4, 2014 KollagenX Corp. exchanged 10,000,000 of its Common Shares with the shareholders of KollagenX Inc. in return for 1,000 Common Shares, of KollagenX Inc., which were all the issued and outstanding common shares of KollagenX Inc., whose business plan is based on the distribution of personal beauty products.
- 16 -
The acquisition of KollagenX, INC. has been recorded as a reverse merger. As such, the historical statements of KollagenX, CORP. have replaced those of KollagenX, INC., except for the outstanding stock of the Company. A pro forma balance sheet is presented as of the date of the merger. Additionally, a statement of Shareholders' Deficit is included to illustrate the pro forma recapitalization resultant of the Share Exchange Agreement. A pro forma statement of operations is presented as if the merger had occurred on the date of inception (March 5, 2007).
KollagenX CORP.'s and KollagenX, INC.'s respective year ends are currently March 31 and February 28, respectively. KollagenX, CORP. is currently in the process of changing their fiscal year end, via Amendments to the Articles of Incorporation in the State of Nevada, to February 28. Management believes this date, the current fiscal year end date of the Operating Company (KollagenX, INC.), would be better suited for the company and shareholders alike."
During the next twelve months we anticipate spending approximately $20,000 on professional fees, including fees payable in complying with reporting obligations, and general administrative costs.
Liquidity and Capital Resources
Total current assets at December 31, 2014 were $255,916 an increase of $168,817 compared to $87149 at February 28, 2014. Included in current assets were trade accounts receivable of $40,557 the proceeds of which were expected to be collected in the normal course of business, compared to $0. accounts receivable at February 28, 2014; inventory of $69,985 compared to $82,244 at February 28, 2014; advances to a vendor for product to be shipped of $6,600 compared to $0. at February 28, 2014; and prepaid expenses of $137,777 compared to $0. at February 28, 2014. The increase in prepaid expenses is the unamortized cost resulting from the prepayment of a two year consulting agreement.
Our cash in the bank at December 31, 2014 was $1,057. Outstanding accounts payable were $ 66,824 plus other current liabilities of $464,627 compared to $4,905 cash on hand and $$210,000 in other current liabilities as of February 28, 2014. In both years the other current liabilities consist of loans from third parties and related parties, none of which have a maturity date nor are being demanded by the lenders.
KollagenX Inc. had $17,933 cash on hand at December 31, 2014, which would be adequate, assuming the current level of sales, to sustain operations for approximately four months. Management has a plan in place, to provide adequate additional working capital, to sustain the Company's operations into the foreseeable future. Without that funding, the Company will not be able to maintain operations at the current level.
- 17 -
Results of Operations
Although KollagenX Corp. has not generated any revenue, our wholly owned subsidiary KollagenX Inc., recorded $220,572 in net revenue for the nine months ended November 30, 2014 compared to net revenue of $223,670 for the nine months ended November 30, 2013. Our loss for the nine months ended December 31, 2014 was $182,613 compared to a profit of $1,958 for the same period in 2013. The loss was due primarily to the added costs of adding KollagenX Corp. and those costs associated with the required filings and audits as well as the total cost of the preparation of the merger agreements and related filings. Our accumulated deficit since inception, including KollagenX Inc. through December 31, 2014 was $335,577. As a result of allowing our sales, to a "major retailer", to become a significant portion of our sales for that period, our gross margin suffered substantially during the three month period ended December 31, 2014, dropping from 73% to 49%.
We incurred operating expenses of $151,079 and $329,904 for the three months and nine months ended December 31, 2014 as compared to $28,439 and $177,028 for the three and nine months ended December 31, 2013 respectively. The increase in expenses for the three and nine months ended December 31, 2014 consisted of general operating expenses and professional fees, associated with the operations of KollagenX Inc. and KollagenX Corp.as compared to the general and administrative costs for KollagenX Inc. for the three and nine months ended November 30, 2013.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management maintains "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in KollagenX Corp.'s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
- 18 -
In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2014.
Based on that evaluation, management concluded, as of the end of the period covered by this report, that KollagenX Corp.'s disclosure controls and procedures were ineffective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission's rules and forms.
Changes in Internal Controls over Financial Reporting
As of the end of the period covered by this report, there have been no changes in KollagenX Corp.'s internal controls over financial reporting during the quarter ended December 31, 2014, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management's last evaluation.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
Neither KollagenX Corp. nor KollagenX Inc. is currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
Item 1A. Risk Factors
There has been no change to the Risk Factors disclosed in our Form 10-K filed with the Securities and Exchange Commission for the year ended March 31, 2014.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There were no sales of unregistered securities during the period covered by this report.
Item 3. Defaults upon Senior Securities.
There were no defaults upon senior securities during the period covered by this report.
- 19 -
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Form SB-2 Registration Statement, filed under SEC File Number 333-144840, at the SEC website at www.sec.gov:
|
Exhibit No.
|
Description
|
|
|
|
|
3.1
|
Articles of Incorporation*
|
|
3.2
|
Bylaws*
|
|
31
|
Rule 13a-14(a)/15d-14(a) Certification
|
|
32
|
Certification Pursuant to 18 U.S.C. 1350
|
|
101
|
Interactive data files pursuant to Rule 405 of Regulation S-T
|
- 20 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
February 23, 2015
|
|
|
|
|
By
|
/s/ Rondell Fletcher
|
|
|
|
Rondell Fletcher
|
|
|
|
President
|
|
|
|
|
|
|
By/s/Richard Stiffel
|
|
|
|
Richard Stiffel
CFO
|
|
|
|
||
|
|
|
|
|
|
|
|
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
|
|
|
|
|
/s/ Rondell Fletcher
|
|
February 23, 2015
|
|
|
Rondell Fletcher, President
|
|
Date
|
|
|
|
|
|
|
|
/s/ Richard Stiffel
|
|
|
|
|
Richard Stiffel, CFO
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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- 21 -