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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 March 31, 2015
Commission File Number 000-53988
DSG GLOBAL INC.
(Exact name of Registrant as specified in its charter)
Nevada 26-1134956
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
214 - 5455 152nd Street,
Surrey, BC, V3S 5A5 Canada
(Address of principal executive office)
(877) 589-8806
(Registrant's Telephone Number, Including Area Code)
Boreal Productions Inc.
8017 Kenyon Avenue
Los Angeles, CA 90045
(Former name and former address if changed since last report)
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 (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
There were 25,365,698 shares of Common Stock outstanding as of May 18, 2015.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended March 31,
2015, prepared by the company, immediately follow.
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DSG GLOBAL INC.
(f/k/a BOREAL PRODUCTIONS INC.)
(A Development Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
(Unaudited) (Audited)
As of As of
March 31, September 30,
2015 2014
---------- ----------
ASSETS
CURRENT ASSETS
Cash $ 336 $ 2,309
Note Receivable 79,738 --
---------- ----------
TOTAL CURRENT ASSETS 80,075 2,309
---------- ----------
TOTAL ASSETS $ 80,075 $ 2,309
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 34,504 $ 9,085
Loan Payable - Related Party 139,970 52,970
---------- ----------
TOTAL CURRENT LIABILITIES 174,474 62,055
TOTAL LIABILITIES 174,474 62,055
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 375,000,000 shares
authorized; 10,000,000 shares issued and outstanding
as of March 31, 2015 and September 30, 2014 10,000 10,000
Additional paid-in capital 44,000 44,000
Deficit accumulated during development stage (148,399) (113,745)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (94,399) (59,745)
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 80,075 $ 2,309
========== ==========
See Notes to Financial Statements
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DSG GLOBAL INC.
(f/k/a BOREAL PRODUCTIONS INC.)
(A Development Stage Company)
Statement of Operations
(Unaudited)
--------------------------------------------------------------------------------
September 24, 2007
Three Months Three Months Six Months Six Months (inception)
Ended Ended Ended Ended through
March 31, March 31, March 31, March 31, March 31,
2015 2014 2015 2014 2015
------------ ------------ ------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
TOTAL REVENUES -- -- -- -- --
General & Administrative Expenses 3,360 2,243 4,092 2,304 45,050
Professional Fees 26,376 5,500 30,562 5,500 93,799
Impairment of Intellectual Property -- -- -- -- 9,550
------------ ------------ ------------ ------------ ------------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 29,737 7,743 34,654 7,804 148,399
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (29,737) $ (7,743) $ (34,654) $ (7,804) $ (148,399)
============ ============ ============ ============ ============
BASIC EARNINGS PER SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.00
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 10,000,000 10,000,000 10,000,000 10,000,000
============ ============ ============ ============
See Notes to Financial Statements
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DSG GLOBAL INC.
(f/k/a BOREAL PRODUCTIONS INC.)
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------
September 24, 2007
Six Months Six Months (inception)
Ended Ended through
March 31, March 31, March 31,
2015 2014 2015
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (34,654) $ (7,804) $ (148,399)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable 25,419 (5,418) 34,504
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (9,235) (13,222) (113,895)
CASH FLOWS FROM INVESTING ACTIVITIES
Intellectual Property -- -- --
Note Receivable (79,738) -- (79,738)
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (79,738) -- (79,738)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable - Related Party 87,000 15,878 139,970
Issuance of common stock -- -- 54,000
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 87,000 15,878 193,970
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH (1,973) 2,656 336
CASH AT BEGINNING OF PERIOD 2,309 476 --
---------- ---------- ----------
CASH AT END OF PERIOD $ 336 $ 3,132 $ 336
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
========== ========== ==========
Income Taxes $ -- $ -- $ --
========== ========== ==========
See Notes to Financial Statements
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DSG GlOBAL INC.
(f/k/a BOREAL PRODUCTIONS INC.)
(An Development Stage Company)
Notes to Financial Statements
March 31, 2015
--------------------------------------------------------------------------------
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of DSG Global Inc.
(f/k/a Boreal Productions Inc.) (the "Company"), have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission, and should be
read in conjunction with the audited financial statements and notes thereto
contained in the Company's Form 10-K filed with SEC. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosure contained in the audited
financial statements for fiscal 2014 as reported in the Form 10-K have been
omitted.
NOTE 2. GOING CONCERN
As of March 31, 2015, the Company has not generated revenues and has accumulated
losses since inception. The continuation of the Company as a going concern is
dependent upon the continued financial support from its shareholders, its
ability to obtain necessary equity financing to continue operations, and the
attainment of profitable operations. These factors raise substantial doubt
regarding the Company's ability to continue as a going concern.
NOTE 3. NOTE RECEIVABLE
As of March 31, 2015 and September 30, 2014 there is a note receivable from DSG
Tag Systems, Inc. for $79,738 and $0 respectively, that is non-interest bearing
with no specific repayment term.
NOTE 4. NOTE PAYABLE - RELATED PARTY
As of March 31, 2015 and September 30, 2014, there is a note payable due to
Andrea Fehsenfeld for $139,970 and $52,970 respectively, that is non-interest
bearing with no specific repayment terms.
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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.
DESCRIPTION OF BUSINESS
OUR CORPORATE HISTORY AND BACKGROUND
DSG Global, Inc. (formerly Boreal Productions Inc.) (the Company) was
incorporated under the laws of the State of Nevada on September 24, 2007. Andrea
Fehsenfeld was then appointed sole officer and director. The Company was formed
to option feature films and TV projects and then package them to sell at a
profit to various studios and production companies.
At that time the board of directors voted to seek capital and begin development
of our business plan. We received our initial funding of $9,000 through the sale
of common stock to Ms. Fehsenfeld who purchased 3,000,000 shares of common stock
at $0.003 per share and $45,000 from the sale of 3,000,000 shares of common
stock issued to 30 un-affiliated investors at $0.015 per share. On June 11,
2008, we effected a five for one forward stock split of our authorized and
issued and outstanding common stock. As a result, our authorized capital
increased from 75,000,000 to 375,000,000 shares of common stock and our
outstanding share capital increased from 6,000,000 shares of common stock to
30,000,000 shares of common stock.
We have not achieved revenues and have accrued a net loss of $148,399 since
inception through March 31, 2015. We have been issued a going concern opinion by
our auditors and rely upon the sale of our securities to fund operations. To
date we have been unable to raise sufficient capital to finance the production
of any film or television production and, consequently, our management has
sought alternative strategies, such as business combinations or acquisitions, to
create value for our shareholders.
On April 13, 2015, we entered into a share exchange agreement with DSG Tag
Systems Inc., a Nevada company ("DSG TAG") and the shareholders of DSG TAG who
become parties to the share exchange agreement. Pursuant to the terms of the
share exchange agreement, we agreed to acquire not less than 75% and up to 100%
of the issued and outstanding shares of DSG TAG's common stock in exchange for
the issuance by our company of up to 20,000,000 shares of our common stock to
the shareholders of DSG TAG on the basis of one of our common shares for 5.4935
common shares of DSG TAG.
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Previously, in anticipation of the share exchange agreement with DSG TAG, we
undertook to change our name and effect a reverse stock split of our authorized
and issued common stock. Accordingly, on January 19, 2015, our board of
directors approved an agreement and plan of merger to merge with our
wholly-owned subsidiary DSG Global Inc., a Nevada corporation, to effect a name
change from Boreal Productions Inc. to DSG Global Inc. Our company remains the
surviving company. DSG Global Inc. was formed solely for the change of name.
Also on January 19, 2015, our company's board of directors approved a resolution
to effect a reverse stock split of our authorized and issued and outstanding
shares of common stock on a three (3) old for one (1) new basis. Upon effect of
the reverse split, our authorized capital will decrease from 375,000,000 shares
of common stock to 125,000,000 shares of common stock and correspondingly, our
issued and outstanding shares of common stock will decrease from 30,000,000 to
10,000,000 shares of common stock, all with a par value of $0.001.
Articles of Merger to effect the merger and change of name and a Certificate of
Change to effect the reverse stock split were filed with the Nevada Secretary of
State on January 22, 2015, with an effective date of February 2, 2015. The name
change and forward split were reviewed by the Financial Industry Regulatory
Authority (FINRA) were approved for filing with an effective date of February
23, 2015.
The name change became effective with the Over-the-Counter Bulletin Board and
OTC Markets quotation system at the opening of trading on February 23, 2015
under the symbol "BRPOD". Effective March 19, 2015 our stock symbol changed to
"DSGT". Our new CUSIP number following the symbol change is 23340C104.
On May 6, 2015, we completed the acquisition of 75% of the issued and
outstanding common shares of DSG TAG (82,435,748 shares) as contemplated by the
share exchange agreement by issuing 15,185,875 shares of our common stock to 12
shareholders of DSG TAG who became parties to the agreement. As a result of our
acquisition on May 6, 2015 of the common shares of DSG TAG, we have voting and
dispositive control over 75% of the issued and outstanding securities of DSG
TAG, making it our majority-owned subsidiary. We may continue to acquire
additional outstanding common shares of DSG TAG pursuant to the April 13, 2015
share exchange agreement as additional shareholders of DSG TAG become parties to
the agreement.
Our principal executive office is located at 214 - 5455 152nd Street, Surrey,
BC, V3S 5A5 Canada. The telephone number at our principal executive office is 1
(877) 589 - 8806. We also have an international sales office at Avondale House,
262 Uxbridge Road, Pinner, Middlesex, HA5 4HS, United Kingdom.
BUSINESS SUBSEQUENT TO THE CLOSING OF THE SHARE EXCHANGE AGREEMENT
Subsequent to the closing of the share exchange agreement with DSG TAG, we have
adopted the business and operations of DSG TAG.
DSG TAG was incorporated under the laws of the State of Nevada on April 17, 2008
and extra provincially registered in British Columbia, Canada in 2008. In March
2011, DSG TAG formed DSG Tag Systems International, Ltd. in the United Kingdom
("DSG UK"). DSG UK is a wholly owned subsidiary of DSG TAG.
8
DSG TAG is a technology development company based in Surrey, British Columbia,
Canada, engaged in the design, manufacture, and marketing of fleet management
solutions for the golf industry, as well as commercial, government and military
applications. Its principal activities are the sale and rental of GPS tracking
devices and interfaces for golf vehicles, and related support services. The
company was founded by a group of individuals who have dedicated their careers
to fleet management technologies and have been at the forefront of the
industry's most innovative developments. The company has developed the TAG suite
of products that represents a major breakthrough as the first completely modular
fleet management solution for the golf industry. The Executive Team has over 50
years' experience in the design and manufacture of wireless, GPS, and fleet
tracking solutions. The TAG suite of products is currently sold and installed
around the world in golf facilities and commercial applications through a
network of established distributors and partnerships with some of the most
notable brands in fleet and equipment manufacture.
The company specializes in the vehicle fleet management industry. DSG stands for
"Digital Security Guard" which is the company's primary value statement giving
fleet operator's new capabilities to track and control their vehicles. The
company has developed a proprietary combination of hardware and software that is
marketed around the world as the TAG System. The company has primarily focused
on the golf industry where the TAG System is deployed to help golf course
operators manage their fleet of golf carts, turf equipment, and utility
vehicles. DSG is now a leader in the category of Fleet Management in the golf
industry and was awarded "Best Technology of the Year" in 2010 by THE BOARDROOM,
the official publication for the association of private club directors. To date
the TAG is installed on over 8,000 vehicles and the company has monitored over
6,000,000 rounds.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at March 31, 2015 was $336. There is a note receivable of
$79,738 from DSG Tag Systems Inc and $174,474 in outstanding liabilities, which
includes $34,504 in accounts payable and a related party loan payable of
$139,970. Management believes our current cash balance will not be sufficient to
fund operations for the next twelve months.
RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenues to date. We
incurred operating expenses of $29,737 and $7,743 for the three months ended
March 31, 2015 and 2014, respectively. These expenses consisted of general
operating expenses and professional fees incurred in connection with the day to
day operation of our business.
We incurred operating expenses of $34,654 and $7,804 for the six months ended
March 31, 2015 and 2014, respectively. These expenses consisted of general
operating expenses and professional fees incurred in connection with the day to
day operation of our business.
Our net loss from inception through March 31, 2015 was $148,399.
Cash provided by financing activities for the period from inception (September
24, 2007) through March 31, 2015 was $54,000, resulting from the sale of
3,000,000 shares of common stock issued to our director at $0.003 per share for
$9,000 and 3,000,000 shares of common stock issued to 30 un-affiliated investors
at $0.015 for proceeds of $45,000.
9
OFF-BALANCE SHEET ARRANGEMENTS
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 is material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
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 DSG Global'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.
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 March 31, 2015.
Based on that evaluation, management concluded, as of the end of the period
covered by this report, that DSG Global's disclosure controls and procedures
were effective 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 DSG Global's internal controls over financial reporting during the quarter
ended March 31, 2015, 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.
10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
DSG Global is not currently involved in any legal proceedings and we are not
aware of any pending or potential legal actions.
ITEM 1A. RISK FACTORS
There have been no material changes to the risks to our business described in
our Form 10-K for the year ended September 30, 2014 as filed with the SEC.
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.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing:
Exhibit No. Description
----------- -----------
3.1.1 Articles of Incorporation*
3.1.2 Articles of Merger filed with the Nevada Secretary of State on
January 22, 2015 with an effective date of February 2, 2015**
3.1.3 Certificate of Change filed with the Nevada Secretary of State on
January 22, 2015 with an effective date of February 2, 2015**
3.1.4 Certificate of Correction**
3.2 Bylaws*
31.1 Rule 13a-14(a)/15d-14(a) Certification
31.2 Rule 13a-14(a)/15d-14(a) Certification
32.1 Certification Pursuant to 18 U.S.C. 1350
101 Interactive data files pursuant to Rule 405 of Regulation S-T
----------
* Incorporated by reference to Registration Statement on Form SB-2 (File No.
333-146842), filed October 22, 2007.
** Incorporated by reference to Current Report on Form 8-K (File No.
000-53988), filed February 26, 2015.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
May 18, 2015 DSG Global, Inc.
/s/ Robert Silzer
---------------------------------------------------
By: Robert Silzer
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, President, Secretary,
Treasurer & Director)
1
