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EX-31.1 - CERTIFICATION - Car Monkeys Groupckmy_ex311.htm
EX-32.1 - CERTIFICATION - Car Monkeys Groupckmy_ex321.htm
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EX-32.2 - CERTIFICATION - Car Monkeys Groupckmy_ex322.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended June 30, 2015

 

OR

 

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

 

Commission file number 000-54583

 

Car Monkeys Group

(Exact name of registrant as specified in its charter)

 

Nevada
(State or other jurisdiction of incorporation or organization)

 

393 Crescent Ave

Wyckoff, NJ 07481

 (Address of principal executive offices, including zip code)

 

(201) 425-4725

(Registrant's telephone number, including area code)

 

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

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

 

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

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

 

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

 

Indicate by check mark whether 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

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

 

Large accelerated filer 

¨

Accelerated filer

¨

Non-accelerated filer 

¨

Smaller reporting company

x

 

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

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates (2,524,520 shares) computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $50,490, based upon the last sale of common equity on December 31, 2014 at $0.02 per share.

 

As of October 9, 2015, there are 3,255,687 shares of common stock outstanding.

 

All references in this Report on Form 10-K to the terms “we”, “our”, “us”, the “Company”, “Car Monkeys” and the “Registrant” refer to Car Monkeys Group unless the context indicates another meaning.

 

 


TABLE OF CONTENTS

 

 

 

 

Page
Number

 

Special Note Regarding Forward Looking Statements  

 

 

3

 

 

 

 

 

 

 

PART I  

 

 

 

 

 

 

 

 

 

 

Item 1.

Business

 

 

4

 

Item 1A.

Risk Factors

 

 

13

 

Item 1B.

Unresolved Staff Comments

 

 

13

 

Item 2.

Properties

 

 

13

 

Item 3.

Legal Proceedings

 

 

13

 

Item 4.

Mine Safety Disclosures

 

 

13

 

 

 

 

 

 

 

PART II  

 

 

 

 

 

 

 

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

 

14

 

Item 6.

Selected Financial Data

 

 

15

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

15

 

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

 

 

17

 

Item 8.

Financial Statements and Supplementary Data

 

 

18

 

Item 9.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

 

 

19

 

Item 9A.

Controls and Procedures

 

 

19

 

 

 

 

 

 

 

PART III  

 

 

 

 

 

 

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

 

 

20

 

Item 11.

Executive Compensation

 

 

24

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

 

26

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

 

27

 

Item 14.

Principal Accounting Fees and Services

 

 

27

 

 

 

 

 

 

 

PART IV  

 

 

 

 

 

 

 

 

 

 

Item 15.

Exhibits, Financial Statement Schedules and Signatures

 

 

29

 

 

 
2
 

 

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains forward-looking statements that involve assumptions, and describe our future plans, strategies, and expectations. Such statements are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words of other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.

 

Such forward-looking statements include statements regarding, among other things, (a) the potential markets for our products, our potential profitability, and cash flows (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans and (e) our anticipated needs for working capital. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under "Item 1. Business" and "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations," as well as in this Annual Report on Form 10-K generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors as described in this Annual Report on Form 10-K generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Annual Report on Form 10-K will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to ensure that the required statements, in light of the circumstances under which they are made, are not misleading.

 

Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

 

All references in this Annual Report on Form 10-K to the terms “we”, “our”, “us”, “Car Monkeys” and “the Company” refer to Car Monkeys Group.

 

 
3
 

 

PART I

 

ITEM 1. Business.

 

Organizational History

 

Car Monkeys Group (formerly Delaine Corporation) was incorporated on June 23, 2010 in the State of Nevada. On January 16, 2015 we effected a twenty to one reverse split of our common stock. On February 6, 2015, we amended our Articles of Incorporation to change the Company’s name to Car Monkeys Group in order to more effectively promote our brand name and market presence. Our trading symbol is now CKMY. We maintain our statutory registered agent's office at 5348 Vegas Drive, Las Vegas, NV 89108, and our business office is located at 393 Crescent Ave, Wyckoff, NJ 07481. We have not been subject to any bankruptcy, receivership, or similar proceeding, or any material reclassification or consolidation.

 

On June 13, 2012, the Company entered into an agreement (the “Agreement”) with Mariusz Girt (“Girt”), whereby Girt granted to the Company sole and exclusive license to certain proprietary technology relating to online procurement of goods (the “Technology”). Prior to the Agreement there was no material relationship between the Registrant and Girt.

 

Pursuant to the Agreement, Girt received consideration of: (a) 576,160 restricted shares of the Company’s common stock, par value $0.001; and (b) 400,000 shares of the Company’s Class A Preferred Stock (the “Preferred Stock”). The issuance of common and Preferred Stock to Mr. Girt pursuant to the Agreement resulted in a Change of voting control of the Registrant to Mr. Girt.

 

3.1

Each share of the Stock has a par value and liquidation value equal to that of a share of the Company’s common stock.

3.2

The Stock ranks senior to the Company’s Common Stock.

3.3

Each share of the Stock carries 25 votes on all matters subject to vote by the Company’s shareholders.

3.4

Each Share of the Stock is entitled to the same dividends as shall be declared from time to time for each share of the Company’s common stock. In the event of a stock dividend, the stock received as a dividend shall be of the same class as would have been received if the Stock had been common stock.

3.5

Each share of the Stock shall be convertible into one common share of the Company at the sole discretion of the holder of the Stock.

 

Also on June 14, 2012, Mariusz Girt was appointed as the Company’s president and sole director.

 

On June 28, 2012, the Company amended its articles of incorporation to increase its authorized common shares to 100,000,000 with a par value of $0.001 and to increase its authorized preferred shares to 10,000,000 shares with a par value of $0.001. On June 29, 2012, the Company designated the Class A Preferred Shares.

 

On July 6, 2012, the Company issued a stock dividend whereby each holder of 1 share of the Company’s capital stock would receive 5 additional shares of the Company’s common stock, par value $0.001.

 

On June 14, 2013 the Company launched an e-commerce website under the brand Car Monkeys listing over 88,000 SKUs in the following product categories: Engine Assemblies, Transmissions, Rear Ends and Transfer Cases with further plans to expand the product offerings to everything from small mechanical auto parts and electrical parts to complete suspensions and collision repair parts.

 

Primary Business

 

Car Monkeys Group is an online retailer of used auto parts under the brand name Car Monkeys. The Company utilizes proprietary algorithms developed in 2008 by Mariusz Girt, the Company’s president. The Company’s proprietary search and consolidation algorithm allows us to show our customers all parts that meet their specific needs. Far more sophisticated than normal search engines, this technology understands and accounts for the fact that many identical parts and assemblies are shared across multiple models, model years, and even across brands. Most owners are completely unaware that parts from a completely different vehicle may be an exact fit for their application. Ordinary search engines do not account for this interchangeability, and as a result, severely limit the customer’s range of choices. This first component of our technology lays the groundwork by providing us with an enhanced field of possibilities for subsequent data mining.

 

 
4
 

 

Working from this expanded field of prospects, a second proprietary component of our technology applies advanced AI techniques to perform a complex analysis to identify parts that are simultaneously competitively priced as well as of verifiable quality. This component allows us to assess all resultant prospects, and display those that simultaneously represent the best value to our customers, a reasonable profit margin, and, most importantly, a predictive quality metric that allows us to offer a 5-year unlimited-mileage warranty on used parts purchased from us.

 

This pricing model applies state-of-the-art actuarial models in order to quantify our exposure based on dynamic statistical data. This takes into account the predicted service life of critical parts, the likely duration of ownership by the purchaser, and, critically, a quantitative ‘trust index’ of the part suppliers who constitute our nationwide trusted network of automotive recyclers. This model is based on an already established database of reliable automotive recyclers, compiled by Mr. Girt over years of first-hand experience. Additional mechanisms ensure that this database is updated with every transaction. Far beyond the obvious benefit of offering the unlimited mileage warranty on parts purchased through our online retail channel, it will provide a critical incentive when establishing the network of trusted installers.

 

Many mechanics are reluctant to install used parts for their customers, or, indeed, even new parts obtained by the customer from external discount sources. The reason for this attitude is understandable: if the part fails, or the customer is dissatisfied for any reason whatsoever, the mechanic is left in the uncomfortable position of having to resolve the issue at his or her own expense, or else, risk losing the customer by refusing to remedy the problem. By dealing with Car Monkeys, selected shops will be able to expand their customer base with no risk to themselves. Behind the scenes, our advanced decision support software empowers us to search real-time inventory of more than 157 million parts from our trusted network of suppliers, create a purchase order, and activate the entire wholesale purchase order process, right down to production of a shipping label ready to be transmitted to a particular recycler for fulfillment. This entire process is fully automated and very straightforward to use, with minimal training required.

 

In order to ensure complete customer satisfaction, our software infrastructure includes a sophisticated, proactive fulfillment facility. This automated process tracks shipments, comparing progress against predicted positioning and flagging potential deviations for timely human intervention, when necessary. Timing is critical both to customers who do their own work as well to professionals who must efficiently control their shop schedules. Once fully staffed, our combination of automation and human control will allow us to guarantee shipment of each order within 24-48 hours. Here again, the result is to instill confidence in our customers that Car Monkeys is the safest, most reliable, and most predictable source for all their part, tool, and service requirements.

 

The combination of these unique proprietary AI algorithms, along with innovative integration of well supported off the shelf software, sets Car Monkeys apart from a disparate field of narrow-focus, highly commercialized retailers. Our deep and extensive understanding of a broad array of technologies is designed to make us an essential first-stop for anyone involved in automobile maintenance. Our interface design, coupled with a comprehensive offering of free and competitively priced resources, will ensure that once they arrive, our visitors will have no reason to leave. Our primary focus is to build customer loyalty through exemplary service, before as well as after a sale has been made. Stated differently, visitors will be encouraged to fully experience our service philosophy in order to thoroughly convince themselves that we deserve and value their business.

 

 
5
 

 

 

Industry

 

The United States represents the largest passenger vehicle market of any country in the world. Overall, there were an estimated 254.4 million registered passenger vehicles in the United States according to a 2007 DOT study. This number, along with the average age of vehicles, has increased steadily since 1960, indicating a growing number of vehicles per capita, but also, an increasing percentage of older vehicles being kept in service for longer periods of time.

 

In March 2009, RL Polk released a study conducted between 2007 to 2008 which indicated that the median age of passenger cars in operation in the US increased to 9.4 years and that the median age for light trucks increased from 7.1 years in 2007 to 7.5 years in 2008. The most recent RL Polk study reveals that the average age of vehicles on America's roads has reached an all-time high of 11.4 years. Even as auto sales bounce back, Polk expects the number of vehicles 12 years and older to keep expanding, growing by more than 20% by 2018. This represents a significant increase over 1990, when the median age of vehicles in operation in the US was 6.5 years, and 1969 when the mean age for automobiles was 5.1 years.

 

In a 2001 study, the National Automobile Dealers Association found that the majority of vehicles, 60.6%, were more than seven years old. This relatively high age of automobiles in the U.S. might be explained by unaffordable prices for comparable replacement vehicles, and has only increased since that time, as indicated by numerous recent studies. For example, according to data provided by the Automotive Aftermarket Industry Association, as of December 2011, the average age of vehicles on the road is 10.8 years as compared to 8.3 years as of 1996. This number is the highest since 1948.

 

 
6
 

 

Most older automobiles are not covered by warranties, and increased maintenance is required to keep the vehicle operating. As the number of five year old or older vehicles on the road increases, we expect a steady increase in demand for our products and services.

 

Many consumers have been reluctant to choose recycled automobile parts, for three understandable reasons:

 

1.

When buying parts from a salvage facility, particularly one in a geographically distant locale, the buyer must accept on faith that they will be sent the correct part, and that the part will be in the condition represented by the seller.

 
2.

If the part turns out to be an improper fit, or in unacceptable condition, the buyer is usually stuck paying for expensive shipping of heavy parts.

 
3.

Even when the seller offers an airtight warranty, installation of major assemblies often represents an even greater expenditure than the parts themselves, and these costs are rarely covered. (Moreover, once the faulty part is installed, the buyer is then faced with the labor inherent in removing that part, and then reinstalling the replacement.)

 

Car Monkey’s unprecedented no-risk warranty program will mean that our customers can reduce their repair costs by using eco-friendly recycled parts, while simultaneously benefitting from a warranty program superior to that from any other sources of new or recycled parts. Thus, buying from Car Monkeys becomes a true ‘no-brainer’.

 

Environmental Impact

 

There is more to the recycled parts story than saving money on auto repairs. The salvage industry consolidates and recycles damaged, abandoned, and inoperable vehicles, making our remaining countryside, streets, and neighborhoods safer and more pleasant places in which to live. By recycling automotive parts, we save the natural ores, resources, and energy needed to manufacture new automotive parts.

 

Each automotive part that is resold and reused represents massive energy savings compared to the manufacturing of new replacement parts. Saving this energy reduces air pollution, as well as our nation’s dependence on foreign oil.

 

Automotive part recycling has a major impact on resource conservation, but the story doesn’t end there. Recycling benefits us all in some way. It reduces pollution, reduces the need to harvest natural resources, saves landfill space, creates jobs, and can save consumers money. By choosing to recycle, the astute consumer improves their environment today; and in addition, helps to ensure that future generations have clean air to breathe, water to drink, ample natural resources, and more land for parks and playgrounds (by reducing the need for landfills). According to Environmental Systems of America, the five most important advantages of auto part recycling are:

 

1.

Recycling saves energy and natural resources by reducing the need to drill for oil and dig for minerals.

 
2.

Recycling helps keep the air and water cleaner. Making products from recycled materials typically creates less air and water pollution than making products from virgin materials.

 
3.

Recycling saves landfill space by reusing products that would otherwise have gone to a landfill or been incinerated.

 
4.

Recycling saves money and creates jobs. The recycling process creates more jobs than landfills or incinerators, and the cost of recycling is usually lower than, or about the same as, other forms of waste management.

 
5.

Recycling automotive parts also helps keep vehicle insurance costs affordable. Often an automotive recycler will pay an insurance company thousands of dollars for a damaged late model vehicle, reducing the insurance company’s total claim costs. This means lower vehicle insurance premiums for consumers.

 

Car Monkey’s web presence will position us as far more than just another purveyor of parts for purchase.

 

 
7
 

 

Our site will be a central repository and gathering point for those seeking resources for maintaining their vehicles while minimizing cost to themselves and impact to the environment.

 

Expansion Through Vertical Integration

 

Car Monkeys has developed a comprehensive expansion strategy to vertically grow its operations and to substantially increase profitability. Key elements of our vertical growth strategy are as follows:

 

Addition Of Aftermarket Collision Repair Parts

 

The Company will negotiate agreements with local aftermarket wholesale parts suppliers in all major markets of the United States. Each one of those suppliers has already well established delivery routes in their local markets, with their own delivery fleet and drivers typically delivering orders placed before 11 a.m. by 4 p.m. the same day, and orders placed after 11 a.m. delivered early the next morning.

 

By placing inventory of the new aftermarket collision repairs parts on our websites we’ll be able to accept orders for those parts and in turn order them for same or next day delivery from the local wholesale parts suppliers.

 

Addition Of New OEM (Original Equipment Manufacturer) Parts

 

The Company has recently been approached by a local new car dealership’s owner of a major American car brand, who proposed to sell new OEM hard parts and accessories to us at wholesale prices, for which our Company could develop the market. Car Monkeys will approach local dealers of all domestic and foreign automobiles, in any location that would be willing to supply us with the new OEM parts that we will add to our online inventory.

 

Creation Of Prepaid Installation Network

 

Car Monkeys will establish a program to partner with ASE-certified mechanic shops in order to create our own proprietary database of installation costs for engines, transmissions, transfer cases, and rear ends, for each year, make, and model for every market in the United States. We will pre-negotiate those rates, and then offer them at our online stores at a modest mark up.

 

Addition Of Labor Warranty

 

Once the Company builds the installation network and database of installation pricing, we will be able to properly calculate (by the use of statistical models) a profitable Labor Warranty Program. At that point, the installation warranty will be offered at an additional cost to every purchaser of one of our ‘heavy’ parts. The Company will also launch a Prepaid No Hassle Installation Service that will be independent of our stores, in order to drive traffic to our online merchandise.

 

Expansion Through Horizontal Integration

 

Key elements of our horizontal growth strategy are as follows:

 

Competition Buyout Or Takeover

 

With the completion of the vertical business integration models, Car Monkeys will commence a process to identify candidates for a buyout or takeover. The good candidate will be identified from a list of existing used or aftermarket parts e-retailers. The newly acquired competitor will bring significant growth of online traffic and number of customers. At this point our Company will implement the previously created vertical business strategy models to the newly purchased online stores. 

 

 
8
 

 

Addition Of New Online Stores For International Markets

 

The Company has identified one African country (Nigeria) as a major market for used automotive parts. In 2008 alone, that country imported over $400,000,000 worth of used auto parts from United States. Delaine plans to launch a Nigerian version of our online store with direct shipping of all of our auto parts to that sub-Saharan Nation.

 

Another enormous market that Car Monkeys has identified is Latin America. The Company will concentrate on Spanish speaking countries and launch a Spanish version of our online store.

 

Once implementation of these first two international stores is completed, Car Monkeys will continue to identify future international markets.

 

Inclusion Of Our Online Inventory On Amazon.com

 

The Company will prepare our product database for Amazon integration. Once completed all of our inventory will be available for purchase through the Amazon.com website with its millions of customers per month. The terms of such partnership have already been investigated.

 

Make Our Inventory Available To National Brick And Mortar Parts Retailers

 

Car Monkeys will develop partnerships with popular brick-and-mortar retailers. Our president has pre-existing relationships with individual branches of a nationwide parts retailer. We are working on creating software modules that will reside on the company’s Point of Sale system. This will allow our inventory to display seamlessly in response to parts queries from retail chains, including our price for the part, labor warranty, and prepaid installation cost for their local market. Our pricing structure will allow us to offer our parts at an attractive discount, while still generating significant sales at a profitable margin. In addition, we expect further revenue to be realized from selling our labor warranty and prepaid installations.

 

Technology

 

Background

 

When Car Monkeys’s president, Mariusz Girt, began exploring the used auto parts business in 2008, product returns on recycled automobile part sales was as high as 25%. Given the freight charges associated with heavy parts, this was clearly unacceptable. He began investigating the sources of this issue and researching possible solutions, developing a deep understanding of the entire supply-chain. What he discovered was a problem domain of significant complexity, but one that could be broken down into three primary components:

 

1.

While most operators of salvage facilities are competent, ethical business people, many are otherwise. A good supplier has a clear idea of the condition of each vehicle taken into their inventory, and scrupulously represents the nature of the parts they sell. High mileage or poorly maintained vehicles are sold for scrap metal, and are not parted out. Moreover, an experienced automobile dismantler is well versed in vehicle compatibility for all parts they sell. Less conscientious suppliers will ship heavily worn parts, or the wrong parts altogether. For example, the 258 cubic inch, inline six-cylinder engine found in many jeeps is virtually identical to the engine used in the same years of AMC Eagle . . . except for one critical difference: The Eagle variation has castin bosses for mounting the front differential of the Eagle’s independent front end. This distinction is subtle, and easily overlooked. Worse still, it is an incompatibility that is typically not discovered until after the engine is installed, and the final re-assembly is being completed, at which point, the mechanic discovers there is no way to mount the front wheel drive!

 
2.

Part interchangeability within models, model years, or even between manufacturers is complex, and can confuse professional mechanics and ‘do-it-yourselfers’ alike. An example cited earlier is of a buyer who mistakenly assumes that the window glass from a 2-door model will fit in a 4-door vehicle of the same make, model, and year. It is not uncommon for manufacturers to make subtle or significant changes to the same part, within a single model year. Conversely, multiple manufacturers may outsource components from the same supplier, with the result that a part removed from a Dodge may fit perfectly in a GMC!

 
3.

Component interdependencies: With the increasing reliance on computer control since the late 1970s, even when a part fits, proper operation may entail replacement of various sensors, modules, computer boards, and so forth. Everything bolts up just fine, but afterwards, the vehicle runs poorly or not at all, and the customer concludes that he or she was sold a faulty part.

 

 
9
 

 

Proprietary Database

 

To resolve the above problems, the Company employs an interlocking system of databases and advanced, knowledge- based search and evaluation algorithms.

 

To address the part compatibility questions, the Company’s database contains well over one million carefully cataloged parts, along with an intelligent query system that allows identification of compatible parts based on the exact year, make and model. This system ‘understands’ that it is not enough to simply match the query target vehicle, and actually recognizes compatibilities between models, years, and even different makes of vehicle. This is a capability that no simple search engine can achieve, and results in a far more comprehensive catalog from which our customers can choose.

 

The second component of our proprietary decision-support system addresses the quantitative assessment of supplier quality, performance, and reliability. Far more than just a simple list of ‘preferred dealers’, this system, layered on data collected over four years, provides in-depth analyses with sufficient depth and scope to permit pricing and risk analysis based on several dimensions of performance criteria. Thus, while one supplier may, for example, have an exemplary record with Honda 4-cylinder engines, that same supplier might have an entirely different profile when fulfilling orders for domestic light truck transfer cases.

 

At this juncture, we have established a database populated with the nation’s most reliable and trustworthy suppliers, complete with detailed ranking algorithms that facilitate setting a sale price that is competitive while offering a desirable profit margin, and also covering the statistical exposure inherent in our warranty program.

 

This latter capability is the critical differentiator that allows us to offer an unprecedented free 5-year unlimited mileage warranty on our recycled parts—a feature no would-be competitor is likely to challenge.

 

While this may seem risky at first glance, we have determined that it is safe, predictable, and predicated upon quantitative actuarial mathematics proven repeatedly through years of insurance underwriting. Hence, for example, if the same part is available at the same cost from two different sources, one of which has a higher confidence rating for this particular class of part, our quoted price is adjusted to reflect and ameliorate additional risk incurred.

 

Together, these systems comprise our proprietary artificial intelligence Component Location and Ranking Architecture.

 

The next component of our proprietary software system is the ‘Fulfillment Module,’ which allows our customers to access the knowledge components in real time, searching for parts using flexible, natural- language queries, and returning appropriately adjusted pricing, as described above. With the press of a button, the item is ordered, wholesale purchase documentation is generated and transmitted, and shipping labels are prepared and transmitted to the selected supplier for fulfillment.

 

The final element in our system is the Fulfillment Follow-Up Module. This automated process scrutinizes shipment movement against expected progress, flagging potential problems for timely intervention. This component ensures delivery within our guaranteed 24 to 48 hours.

 

Each stage in the fulfillment process captures, evaluates, and integrates performance data back into the underlying Expert System, allowing the entire network to learn from experience. In practical terms, it expands the entire Supply Chain paradigm from a tactical logistics-control system, into an intelligent predictive system for strategic planning and risk management.

 

 
10
 

 

Technological Differentiators

 

Technology plays a critical role in all modern enterprises, and this is particularly true in our business model. Critical areas of focus include:

 

1.

Web presence— Our goal is to offer an exemplary web experience. We want visitors to bookmark our page within the first few minutes of their arrival, and plan to engage the best available design experts to ensure this is the case.

 
2.

Inter-enterprise connectivity—A critical component of our operating model is our ability to seamlessly merge our internal data model with the software infrastructures of our supply-chain partners. We must be able to pull inventory information from all of our sources in real time, and must simultaneously be able to allow our consumers, including auto shops, brick-and-mortar resellers, and the customers themselves, to query our consolidated data, including our calculated pricing structures. These are challenging requirements, requiring a robust logical data model, multi- tiered architectures, real-time transaction processing components, and sophisticated, standards- based, integration layers. Car Monkeys’s current and prospective management team embody the technological backgrounds and skill sets to address these requirements. Of course, no individual can be expert in every area of today’s multifaceted technology environment, which is why our business plan includes provisions for retaining experts in specific areas, as required.

 
3.

Proprietary software—As described throughout this document, several key areas of our operational model are predicated upon unique software algorithms of our own design. Nevertheless, as experienced IT professionals, the Company’s president and prospective management team are well aware of the costs associated with the maintenance and enhancement of proprietary software components. Businesses that fail to anticipate this overhead frequently find themselves brought to a virtual standstill by the burgeoning expense of spiraling development costs. We will address these potential pitfalls from several directions:

 

 

a)

First, as experienced IT professionals we are well aware of the real costs of software maintenance, and have ensuring that these are explicitly anticipated in our operating plan.

 

 

 

b)

We will favor off-the-shelf, well-supported software components, from established sources, wherever possible.

 

 

 

c)

For those areas where proprietary software is required, we will strictly adhere to software ‘best practices’, as described by SEI/CMM (Software Engineering Institute’s Capability Maturity Model), and ISO procedures, to ensure our software can be economically maintained and enhanced.

 

4.

Mathematical and Statistical Modeling—In a very real sense, the critical success factor of our business model involves our ability to quickly apply statistical predictors to our pricing structure. Some parts, some suppliers, some makes, models or model years will entail a higher likelihood of future warranty claims than others, and anticipating these factors is crucial to our long-term profitability. Nevertheless, these techniques are well understood, and have been employed, and constantly refined, by insurers for many years. Our innovation is not in the underlying science, but rather, in our model that allows application of these proven techniques to the field of automobile parts and repair services.

 

Marketing Plan

 

Our marketing will focus on a two-pronged approach, targeting both the ultimate customer (DIY mechanics, ‘Brick and Mortar’ retailers, and so forth), as well as enlisting the participation of critical intermediaries, such as certified repair shops, OEM parts producers, distributors, body shops, and even insurance companies, who will be highly motivated to specify our parts both in terms of initial repair cost and our iron-clad warranty of both parts and installation services.

 

The central component of our marketing strategy is establishing and promoting our new Car Monkeys brand identity.

 

 
11
 

 

Our strategy is to position ourselves as more than just another company out to sell something. To this end, we have carefully analyzed a wide cross-section of popular web communities, including Facebook.com, HarmonyCentral.com, CraigsList.com, AngiesList.com, LinkedIn.com, Tubecad.com, Duncanamps.com, and many others.

 

Promotion

 

We anticipate a significant portion of our income over the course of the next twelve months going toward engaging a reputable public relations firm to help define, consolidate, and solidify our corporate image.

 

Central to our strategy is a rich and extensive web presence that will attract a relevant audience of prospective customers, whether or not they are actually ready to make a purchase, retain their interest, and cultivate their loyalty and confidence so when they are ready to buy, they won’t even consider looking elsewhere.

 

Regardless of specific content, the key to attracting and retaining users is an exemplary user interface. We will test and refine our site through the use of scientific usability testing. In a typical usability lab, representative users are observed and recorded as they utilize our site, either executing a predetermined list of tasks, or simply exploring ad hoc topics. Their body language is subsequently analyzed by experts in cognitive psychology to identify areas of confusion, frustration, and so forth. This is a critical step rarely employed by web designers or even software application developers. The result, however, is an environment in which people enjoy spending their time.

 

There are numerous sites dedicated to evaluating exemplary web designs, and many awards for such sites. Submitting our portal for consideration will be an active priority and an additional source of recognition, publicity, and ultimately, traffic and revenue.

 

While website content (in addition to parts finder and related commercial components) will be finalized in consultation with marketing experts, some possibilities under consideration include:

 

 

·

Moderated user forums on relevant topics,

 

 

 

 

·

Libraries of manuals, repair guides, and related materials,

 

 

 

 

·

Embedded how-to videos from YouTube and other sources,

 

 

 

 

·

Customer evaluations of, and experience with, our parts, service, and installation partners,

 

 

 

 

·

Geographically organized networking pages (along the lines of Craigslist), in which customers can arrange to share use of specialty tools, arrange mutual help, and so forth. (No ‘for-sale’ advertisements).

 

 

 

 

·

Personalized answers from our support staff.

 

Employees

 

In addition to our officers, we have two full time commission sales representatives and one part time back end support staff member.

 

We believe that our future success will depend in part on our continued ability to attract, hire and retain qualified personnel. We have negotiated contracts with several qualified individuals whom we have nominated as prospective management candidates, to be hired as funding allows.

 

 
12
 

 

ITEM 1A. Risk Factors.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

 

ITEM 1B. Unresolved Staff Comments.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item, however there are no unresolved staff comments.

 

ITEM 2. Properties.

 

We maintain our principal executive offices at 393 Crescent Avenue, Wyckoff, NJ 07481. The Company does not own or lease any properties at this time.

 

ITEM 3. Legal Proceedings.

 

Currently we are not involved in any pending litigation or legal proceeding.

 

ITEM 4. Mine Safety Disclosures.

 

Not Applicable

 

 
13
 

 

PART II

 

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

 

Only a sporadic and limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder in all likelihood will be unable to resell his securities in our company. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops. There are six broker-dealers who are Market Makers in our common stock.

 

Our company's securities are traded on the OTCPINK operated by OTCMarkets.com under the symbol “CKMY”. Over the past two years, the range of reported high and low bid quotations is set forth below.

 

Quarter Ended

 

High Bid

 

 

Low Bid

 

06/30/2015

 

 

0.35

 

 

 

0.055

 

03/31/2015

 

 

0.51

*

 

 

0.05 *

12/31/2014

 

 

0.085

 

 

 

0.145

 

09/30/2014

 

 

0.1628

 

 

 

.025

 

06/30/2014

 

 

0.1628

 

 

 

0.15

 

03/31/2014

 

 

0.15

 

 

 

0.15

 

12/31/2013

 

 

0.15

 

 

 

0.15

 

09/30/2013

 

 

0.15

 

 

 

0.15

 

06/30/2013

 

 

0.15

 

 

 

0.15

 

*20 to 1 reverse split effective 01/16/2015

 

Shareholders

 

We have 51 shareholders of record of our common stock and 3,255,687 shares of common stock outstanding as of the date of this report. In March 2015, we granted options to an employee to acquire up to 400,000 shares of common stock at $0.10 per share on or before March 23, 2020. Options on 200,000 shares have vested and the remaining options vest by August 23, 2016. Neither the options nor the underlying shares have been registered under the Securities Act and are restricted securities as defined by SEC Rule 144.

 

Dividend Policy

 

We have not declared any cash dividends. We do not intend to pay dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

 

 
14
 

 

Section 15(g) of the Securities Exchange Act of 1934

 

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended, that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years excluding the value of their primary residence. For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

 

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one-page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

 

Securities authorized for issuance under equity compensation plans

 

We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.

 

ITEM 6. Selected Financial Data.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

 

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion is an overview of the important factors that management focuses on in evaluating our business; financial condition and operating performance should be read in conjunction with the financial statements included in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of any number of factors, including those set forth in the Company’s reports filed with the SEC on Form 10-K, 10-Q and 8-K as well as in this Annual Report on Form 10-K. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

 

Our Company

 

Car Monkeys Group (the “Company”) was incorporated on June 23, 2010 in the State of Nevada. The Company’s accounting and reporting policies conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is June 30. Pursuant to the Reorganization Agreement entered into in June 2012, the Company’s development and operations are to provide online sales of recycled automotive parts using the Company sole’s and exclusive license to certain proprietary technology relating to online procurement of goods (the “Technology”). During the fourth quarter of fiscal year ended June 30, 2013 we launched our online store under the brand Car Monkeys, to introduce our product line to the marketplace. During the three months ended September 30, 2013 we commenced operating our second website under the brand Low Mileage Parts. As of the first quarter of fiscal 2014 we were no longer in the Development Stage.

 

 
15
 

 

Results of Operations

 

Due to a lack of funds, our ability to promote our products has been limited. To date, our efforts have been devoted primarily to raising capital, borrowing funds and establishing our online catalog and the Car Monkeys brand name. Accordingly, the Company realized $779,377 in net revenue during the fiscal year ended June 30, 2015 which represents sales since the website launch as compared to $672,858 in net revenue for the fiscal year ended June 30, 2014. The Company had a net loss of $59,156 for the fiscal year ended June 30, 2015 compared to net income of $94,583 for the fiscal year ended June 30, 2014.

 

Year Ended June 30, 2015 Compared to Year Ended June 30, 2014.

 

Operating Expenses:

 

Advertising expenses were $208,448 for the fiscal year ended June 30, 2015 compared to $94,249 for the fiscal year ended June 30, 2014. General and administrative expenses were $73,253 for the fiscal year ended June 30, 2015 compared to $69,766 for the fiscal year ended June 30, 2014. Selling expenses for the fiscal year ended June 30, 2015 were $192,685 compared to $108,012 for the fiscal year ended June 30, 2014. For the fiscal year ended June 30, 2015, professional fees were $70,281 consisting primarily of accounting and legal fees. For the fiscal year ended June 30, 2014, professional fees were $58,013 consisting primarily of accounting and legal fees. During the fiscal year ended June 30, 2014, the Company issued 100,000 shares of common stock valued at $25,000 as payment of late fees in connection with unpaid legal fees from the 2012 reorganization. There was no similar expense for the fiscal year ending June 30, 2015. The Company granted 400,000 stock options to its Chief Operating Officer. The options resulted in an expense of $23,000 for the fiscal year ending June 30, 2015. The Chief Operating Officer received no other compensation. Executive compensation for the fiscal year ending June 30, 2015 was $269,900 compared to $222,833 for the fiscal year ending June 30, 2014. Total operating expense for the fiscal year ended June 30, 2015 was $838,533 compared to $578,276 for the fiscal year ended June 30, 2014. Operating loss before income taxes was $36,156 for the fiscal year ended June 30, 2015 compared to net income of $94,582 for the fiscal year ended June 30, 2014. The Company decided to increase advertising expenses substantially in an effort to increase revenue. Gross revenue did increase 27% which resulted in selling expenses also increasing due to payments to those handling the sales transactions.

 

Liquidity and Capital Resources

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of June 30, 2015 and June 30, 2014, the Company has cash of $68,373 and $123,331, respectively. The accumulated deficit for these periods is $374,143 and $314,987, respectively. Our intangible assets of $353,194 represent the intellectual property which relates to online procurement of goods.

 

The Company uses merchant accounts to facilitate sales realized through the Company’s proprietary online sales platform. In accordance with certain merchant account agreements 15% of cash receipts up to a certain maximum amount are withheld for a period of 6 to 12 months to ensure the Company’s creditworthiness. After such period these withholdings are to be deposited in the Company’s bank accounts and become usable. Accordingly, as of June 30, 2015 and 2014, the Company has classified these merchant account reserve balances as restricted cash, totaling $92,503 and $73,563.

 

Since we initiated our business operations, we have been funded by the private sale of equity to investors.

 

In April 2014, the Company issued 100,000 shares of common stock, par value $.001 per share as late fees in connection with unpaid legal fees from the 2012 reorganization. The stock was value at fair market value of $0.25 per share.

 

As of June 30, 2015 and June 30, 2014, accounts payable totaled $44,606 and $39,882, respectively. As of June 30, 2015 and 2014 we had accounts payablerelated party in the amounts of $16,406 and $31,946 representing compensation due to our president.

 

 
16
 

 

The successful execution of our business plan requires significant cash resources. Because of our limited operating history, equity or debt financing arrangements may not be available in amounts and on terms acceptable to us, if at all. Additionally, because we intend to rely upon the sale of additional equity securities, there is a risk that your shares will suffer additional dilution. Furthermore, if we incur additional indebtedness there is a risk that increased debt service obligations will restrict our operations. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

 

As of June 30, 2015 and June 30, 2014, we had no material commitments for capital expenditures.

 

Off Balance Sheet Arrangements

 

None. 

 

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

 

 
17
 

 

ITEM 8. Financial Statements and Supplementary Data.

 

Car Monkeys Group

Index to the Audited Financial Statements

For the Years Ended June 30, 2015 and 2014.

 

Report of Independent Registered Public Accounting Firm

 

F-1

 

 

 

 

 

Balance Sheets as of June 30, 2015 and June 30, 2014

 

F-2

 

 

 

 

 

Statements of Operations for the years ended June 30, 2015 and 2014

 

F-3

 

 

 

 

 

Statement of Changes of Stockholders’ Equity for the years Ended June 30, 2015 and 2014

 

F-4

 

 

 

 

 

Statements of Cash Flows for the years ended June 30, 2015 and 2014

 

F-5

 

 

 

 

 

Notes to the Financial Statements

 

F-6

 

 

 
18
 

 

PRITCHETT, SILER & HARDY, P.C. 

CERTIFIED PUBLIC ACCOUNTANTS 

A PROFESSIONAL CORPORATION

515 SOUTH 400 EAST, SUITE 100 

SALT LAKE CITY, UTAH 8411
_______________
 

PHONE (801) 328-2727 FAX (801) 328-1123


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders  

DCar Monkeys Group  

Wyckoff, NJ

 

We have audited the accompanying balance sheets of Car Monkeys Group as of June 30, 2015 and 2014, and the related statements of operations, changes of stockholders’ equity and cash flows for the years then ended. . These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Car Monkeys Group as of June 30, 2015 and 2014 and the results of its operations and cash flows for the years then ended in conformity with generally accepted accounting principles in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered losses from inception and has a limited operating history which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 7. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Pritchett, Siler & Hardy, P.C.                              

 

Pritchett, Siler & Hardy, P.C  

Salt Lake City, Utah 84111  

October 13, 2015

 

 
F-1
 

 

Car Monkeys Group

Balance Sheets

 

 

 

June 30,
2015

 

 

June 30,
2014

 

ASSETS

Current assets:

 

 

 

 

 

 

Cash

 

$ 68,373

 

 

$ 123,331

 

Restricted cash (Note 2)

 

 

23,479

 

 

 

73,563

 

Accounts receivable

 

 

17,947

 

 

 

28,350

 

Total current assets

 

 

109,799

 

 

 

225,244

 

Restricted cash (Note 2)

 

 

69,024

 

 

 

-

 

Property, plant and equipment, net

 

 

2,916

 

 

 

3,467

 

 

 

 

 

 

 

 

 

 

Intangible assets

 

 

353,194

 

 

 

353,194

 

Total assets

 

$ 534,933

 

 

$ 581,905

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$ 44,606

 

 

$ 39,882

 

Accounts payable – related party

 

 

16,406

 

 

 

31,946

 

Total current liabilities

 

 

61,012

 

 

 

71,828

 

 

 

 

 

 

 

 

 

 

Stockholder's Equity

 

 

 

 

 

 

 

 

Class A Preferred stock, par value $0.001, 10,000,000 shares authorized, 400,000 shares issued and outstanding as of June 30, 2015 and June 30, 2014, respectively

 

 

400

 

 

 

400

 

Common stock, par value $0.001, 100,000,000 shares authorized, 3,255,687 and 3,255,687 issued and outstanding as of June 30, 2015 and June 30, 2014, respectively

 

 

3,256

 

 

 

3,256

 

Additional paid-in capital

 

 

844,408

 

 

 

821,408

 

Retained deficit

 

 

(374,143 )

 

 

(314,987 )

Total stockholder's equity

 

 

473,921

 

 

 

510,077

 

Total liabilities and stockholder's equity (deficit)

 

$ 534,933

 

 

$ 581,905

 

 

See accompanying notes to the financial statements.

 

 
F-2
 

 

Car Monkeys Group

Statements of Operations

 

 

 

For the Year
Ended June 30,
2015

 

 

For the Year
Ended June 30,
2014

 

 

 

 

 

 

 

 

Net Revenue (gross total transactions of $2,351,753 and $1,850,959)

 

$ 779,377

 

 

$ 672,858

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Advertising

 

 

208,448

 

 

 

94,249

 

General and administrative

 

 

73,253

 

 

 

69,766

 

Selling

 

 

192,685

 

 

 

108,012

 

Professional fees

 

 

70,281

 

 

 

58,013

 

Executive compensation

 

 

269,900

 

 

 

222,833

 

Stock issued for consulting fees and finance charges

 

23,000

 

 

 

25,000

 

Depreciation expense

 

 

966

 

 

 

403

 

Total operating expenses

 

 

838,533

 

 

 

578,276

 

Operating income (loss) before income taxes

 

 

(59,156 )

 

 

94,582

 

Other income

 

 

-

 

 

 

1

 

 

 

 

 

 

 

 

 

 

Income tax (expense) benefit

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$ (59,156 )

 

$ 94,583

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

$ (0.02 )

 

$ 0.03

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

3,255,687

 

 

 

3,251,490

 

 

See accompanying notes to the financial statements.

 

 
F-3
 

 

Car Monkeys Group

Statement of Changes of Stockholders’ Equity
Years ended June 30, 2015 and 2014

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Additional Paid-In

 

 

Retained

 

 

Total Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

 Deficit

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2013

 

 

400,000

 

 

$ 400

 

 

 

3,250,687

 

 

$ 3,251

 

 

$ 796,388

 

 

$ (409,570 )

 

$ 390,469

 

Common stock issued for late fees on accounts payable

 

 

-

 

 

 

-

 

 

 

5,000

 

 

 

5

 

 

 

24,995

 

 

 

-

 

 

 

25,000

 

Contributed capital

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

25

 

 

 

-

 

 

 

25

 

Net income for the year ended June 30, 2014

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

94,583

 

 

 

94,583

 

Balance, June 30, 2014

 

 

400,000

 

 

 

400

 

 

 

3,255,687

 

 

 

3,256

 

 

 

821,408

 

 

 

(314,987 )

 

 

510,077

 

Vesting of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23,000

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 2015

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(59,156 )

 

 

(59,156 )

Balance, June 30, 2015

 

 

400,000

 

 

$ 400

 

 

 

3,255,687

 

 

$ 3,256

 

 

$ 844,408

 

 

$ (374,143 )

 

$ 473,921

 

 

See accompanying notes to the financial statements.

 

 
F-4
 

 

Car Monkeys Group

Statements of Cash Flows

 

 

 

For the Year
Ended June 30,
2015

 

 

For the Year
Ended June 30,
2014

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income (loss)

 

$ (59,156 )

 

$ 94,583

 

Depreciation expense

 

 

966

 

 

 

403

 

Stock and stock options issued for expenses

 

 

23,000

 

 

 

25,000

 

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

 

 

 

 

Restricted cash

 

 

(18,940 )

 

 

(73,563 )

Accounts receivable

 

 

10,403

 

 

 

(26,470 )

Prepaid expenses

 

 

-

 

 

 

5,833

 

Accounts payable

 

 

4,724

 

 

 

26,479

 

Accounts payable – related party

 

 

(15,540 )

 

 

31,946

 

Net cash provided by (used in) operating activities

 

 

(54,543 )

 

 

84,481

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchase of equipment

 

 

(415 )

 

 

(2,509 )

Net cash used in investing activities

 

 

(415 )

 

 

(2,509 )

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Contributed capital

 

 

-

 

 

 

25

 

Net cash provided by (used in) financing activities

 

 

(415 )

 

 

25

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

(54,958 )

 

 

81,997

 

Cash at beginning of period

 

 

123,331

 

 

 

41,334

 

Cash at end of period

 

$ 68,373

 

 

$ 123,331

 

 

 

 

 

 

 

 

 

 

Supplemental Information and Non-Monetary Transactions:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$ -

 

 

$ -

 

Cash paid for income taxes

 

$ -

 

 

$ -

 

 

See accompanying notes to the financial statements.

 

 
F-5
 

 

 Car Monkeys Group

Notes to the Financial Statements
June 30, 2015

 

1)

ORGANIZATION

 

Car Monkeys Group (the “Company”) was incorporated on June 23, 2010 in the State of Nevada. The Company’s accounting and reporting policies conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is June 30.

 

The Company’s development and operations are to provide online sales of recycled automotive parts using the Company’s sole and exclusive license to certain proprietary technology relating to online procurement of goods (the “Technology”).

 

Car Monkeys Group is an online retailer of used auto parts under the brand name Car Monkeys. The Company utilizes proprietary algorithms developed in 2008 by Mariusz Girt, the Company’s president. The Company’s proprietary search and consolidation algorithm allows us to show our customers all parts that meet their specific needs. Far more sophisticated than normal search engines, this technology understands and accounts for the fact that many identical parts and assemblies are shared across multiple models, model years, and even across brands. Most owners are completely unaware that parts from a completely different vehicle may be an exact fit for their application. Ordinary search engines do not account for this interchangeability, and as a result, severely limit the customer’s range of choices. Working from this expanded field of prospects, a second proprietary component of our technology applies advanced AI techniques to perform a complex analysis to identify parts that are simultaneously competitively priced as well as of verifiable quality. This component allows us to assess all resultant prospects, and display those that simultaneously represent the best value to our customers, a reasonable profit margin, and, most importantly, a predictive quality metric that allows us to offer a 5-year unlimited-mileage warranty on used parts purchased from us. The technology also includes a fulfillment module, and a fulfillment follow-up module, allowing real time searching of over 157 million auto parts from a trusted network of suppliers, as well as an automated process to identify in-transit shipments, and shipment problems.

 

2)

SIGNIFICANT ACCOUNTING POLICIES

 

USE OF ESTIMATES

 

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

 

 
F-6
 

 

Car Monkeys Group

Notes to the Financial Statements
June 30, 2015

 

2)

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

CASH AND CASH EQUIVALENTS

 

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $68,373 and $123,331 in cash and cash equivalents as of June 30, 2015 and June 30, 2014, respectively.

 

RESTRICTED CASH

 

The Company uses merchant accounts to facilitate sales realized through the Company’s proprietary online sales platform. In accordance with certain merchant account agreements 15% of cash receipts up to a certain maximum amount are withheld for a period of 6 to 12 months to ensure the Company’s creditworthiness. After such period these withholdings are to be deposited in the Company’s bank accounts and become usable. Accordingly, as of June 30, 2015 and 2014, the Company has classified these merchant account reserve balances as restricted cash, totaling $92,503 and $73,563, of which $23,479 is a current asset and $69,024 is a long-term asset ($73,563 and $0 at June 30, 2014), based on the nature of the restrictions.

 

INTANGIBLE ASSETS

 

Identifiable intangible assets have been capitalized as per ASC 350-35 “General Intangibles Other than Goodwill.” Identifiable intangible assets consist of proprietary technology relating to the acquisition of a sole and exclusive license in and to certain proprietary technology relating to online procurement of certain goods in exchange for the issuance of 172,848 shares of common stock, par value $0.001, and 400,000 shares of preferred stock, par value $0.001, to the Company’s president and sole director. The common shares have been valued at $1.206 per share, whereas the preferred shares have been valued at $0.36182 per share. The proprietary technology has been recorded as an intangible asset totaling $353,194 as of June 30, 2012. An impairment test is done at least annually (see Note 4).

 

REVENUE RECOGNITION

 

The Company recognizes revenue under ASC 605 “Revenue Recognition.” Under ASC 605-45, the Company determined that revenues should be recognized on the net revenue reporting method, in which the Company only reports the net revenues from the drop shipped transactions. Revenue is recognized when revenues have been collected and the product has been shipped FOB shipper. Gross and net revenue is as follows:

 

 

 

6/30/2015

 

 

6/30/2014

 

Gross revenue

 

$ 2,351,753

 

 

$ 1,850,959

 

Cost of revenue

 

 

1,572,376

 

 

 

1,178,101

 

Net revenue

 

$ 779,377

 

 

$ 672,858

 

 

 
F-7
 

 

Car Monkeys Group

Notes to the Financial Statements
June 30, 2015

 

2)

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

INCOME TAXES

 

The Company accounts for income taxes under FASB ASC 740 "Income Taxes." Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, and accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2015 and June 30, 2014.

 

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes 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 requires the reporting entity to develop its own assumptions.

 

The Company does not have any assets or liabilities measured at fair value on a recurring basis at June 30, 2015 and June 30, 2014. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis at June 30, 2015 and June 30, 2014.

 

SHARE BASED EXPENSES

 

FASB ASC 718 "Compensation - Stock Compensation" prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities.

 

 
F-8
 

 

Car Monkeys Group

Notes to the Financial Statements
June 30, 2015

 

2)

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

SHARE BASED EXPENSES (CONTINUED)

 

The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 "Equity - Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

 

NET INCOME OR (LOSS) PER SHARE OF COMMON STOCK

 

The Company has adopted ASC 260 “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

 

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

 

CONCENTRATIONS OF CREDIT RISK

 

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

 

 
F-9
 

 

Car Monkeys Group

Notes to the Financial Statements
June 30, 2015

 

2)

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

Management believes recently issued accounting pronouncements will have no impact on the financial statements of Car Monkeys Group.

 

3)

STOCKHOLDERS’ EQUITY

 

AUTHORIZED STOCK

 

The Company has authorized 100,000,000 of common shares with a par value of $0.001 per share. Each share entitles the holder to one vote, in person or proxy, on any matter on which action of the shareholder of the Company is sought. The Company has also authorized 10,000,000 of preferred shares with a par value of $0.001 per share. At June 30, 2015 and 2014, 400,000 shares of Class A preferred shares are outstanding. The preferred shares a) have a par value and liquidation value equal to that of a share of the Company’s common stock, b) rank senior to the Company’s Common stock, c) carry 25 votes per preferred share on all matters subject to vote by the Company’s shareholders, d) are entitled to same dividend as shall be declared from time to time on the common stock, and e) are convertible into one common share at the sole discretion of the holder of the preferred stock. On January 16, 2015 the Company effected a twenty for one reverse stock split, reducing outstanding common shares from 65,112,813 shares to 3,255,648 shares. Fractional shares were rounded up to the next whole share. The split is reflected retrospectively in these financial statements for all periods presented.

 

 
F-10
 

 

Car Monkeys Group

Notes to the Financial Statements
June 30, 2015

 

3)

STOCKHOLDERS’ EQUITY (CONTINUED)

 

SHARE ISSUANCES

 

In April 2014, the Company issued 100,000 shares of common stock, par value $.001 per share as late fees to a vendor. The stock was valued at fair market value of $0.25 per share. The Company granted 400,000 stock options in the year ending June 30, 2015. See Note 9 for further details.

 

4)

PROPRIETARY TECHNOLOGY ACQUISITION/CHANGE IN CONTROL

 

In June, 2012, the Company entered into an agreement with an individual and acquired a sole and exclusive license in and to certain proprietary technology relating to online procurement of certain goods in exchange for the issuance of 172,848 shares of common stock, par value $0.001, and 400,000 shares of preferred stock, par value $0.001, to the Company’s president and sole director. The common shares have been valued at $1.206 per share, whereas the preferred shares have been valued at $0.36182 per share. The proprietary technology has been recorded as an intangible asset totaling $353,194 as of June 30, 2012.

 

The proprietary technology consists of internet search algorithms tailored to searching, cross referencing, and pricing used auto parts. The search algorithms enable a vast and detailed online catalog of used auto parts, which surpasses what is currently available from any other source. Together with the pricing algorithms, the technology provides the display of product information, together with a price that is both competitive and offers a good profit margin for an online retail entity utilizing the technology. This pricing model is based on availability and wholesale cost of each particular part from a trusted network of automotive recyclers nationwide.

 

In conjunction with the year ended June 30, 2015, the Company performed an impairment loss assessment of the intangible asset and determined that the carrying amount was not impaired. The assessment considered, amongst other factors, both the current period and historical operating losses, as well as forecasted positive net cash flows to be generated by the intangible asset on a discounted basis. It was determined that the future economic benefits of the intangible asset were greater than the current carrying amount of $353,194. Accordingly the Company has determined that an impairment of the intangible asset is unnecessary as of June 30, 2015.

 

 
F-11
 

 

Car Monkeys Group

Notes to the Financial Statements
June 30, 2015

 

5)

RELATED PARTY TRANSACTIONS

 

In August, 2013, the Company entered into an agreement with its President, wherein the Company agreed to pay a monthly compensation salary of $15,800 in exchange for services to be rendered. Furthermore, the Company entered into an agreement with its Chief Technology Officer (“CTO”) pursuant to which terms the Company agreed to pay a weekly compensation of $1,500. Compensation expense for the year ended June 30, 2015 was $189,600 for the President and $80,300 for the CTO. Compensation amounts, in addition to $5,833 in remaining amortization of the President’s prepaid compensation through August, 2013, have been recorded in executive compensation for the year ended June 30, 2014 totaling $163,833 for the President and $59,000 for the CTO. Of this amount, $16,406 and $31,946 has yet to be paid and is recorded in accounts payable – related party as of June 30, 2015 and 2014.

 

6)

PROVISION FOR INCOME TAXES

 

The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10 (Prior authoritative literature: Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48)). FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10. 

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

 
F-12
 

 

Car Monkeys Group

Notes to the Financial Statements

June 30, 2015

 

6)

PROVISION FOR INCOME TAXES (CONTINUED)

 

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 43% to pretax income from continuing operations for the years ended June 30, 2015 and 2014 due to the following:

 

 

 

For the Year Ended June 30,
2015

 

 

For the Year Ended June 30,
2014

 

Deferred tax asset:

 

 

 

 

 

 

Net operating loss carryforward

 

$ 102,561

 

 

$ 80,331

 

Stock-based compensation

 

 

23,000

 

 

 

-

 

Valuation allowance

 

 

(125,561 )

 

 

(80,331 )

Total

 

$ -

 

 

$ -

 

 

 

The components of income tax expense are as follows:

 

 

 

For the Year Ended June 30, 2015

 

 

For the Year Ended June 30, 2014

 

Current Federal Tax (Benefit)

 

$ (20,113 )

 

$ 40,624

 

Current State Tax (Benefit)

 

 

(5,324 )

 

 

10,753

 

Use of NOL and Rate Difference

 

 

-

 

 

 

(51,377 )

Stock-based compensation

 

 

9,890

 

 

 

-

 

Change in NOL benefit

 

 

(6,683 )

 

 

64,093

 

Change in valuation allowance

 

 

22,230

 

 

 

(64,093 )

Total

 

$ -

 

 

$ -

 

 

The potential income tax benefit of these losses has been offset by a full valuation allowance.

 

As of June 30, 2015, the Company has an unused net operating loss carry-forward balance of $238,513 that is available to offset future taxable income. This unused net operating loss carry-forward balance begins to expire in 2033.

 

 
F-13
 

 

Car Monkeys Group 

Notes to the Financial Statements
June 30, 2015

 

6)

PROVISION FOR INCOME TAXES (CONTINUED)

 

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 

 

 

For the Year Ended
June 30,
2015

 

 

For the Year Ended
June 30,
2014

 

Beginning balance

 

$ -

 

 

$ -

 

Additions based on tax positions related to current year

 

 

-

 

 

 

-

 

Additions for tax positions of prior years

 

 

-

 

 

 

-

 

Reductions for tax positions of prior years

 

 

-

 

 

 

-

 

Reductions in benefit due to income tax expense

 

 

-

 

 

 

-

 

Ending balance

 

$ -

 

 

$ -

 

 

At June 30, 2015, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.

 

The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months. 

 

As of June 30, 2015 and 2014, the Company had no accrued interest or penalties related to uncertain tax positions.

 

The tax years that remain subject to examination by major taxing jurisdictions are those since June 23, 2010 (Inception) through the year ended June 30, 2015.
 

 

7)

GOING CONCERN AND LIQUIDITY CONSIDERATIONS

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of June 30, 2015 and 2014, the Company has an accumulated deficit of $374,143 and $314,987, respectively. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

 

The ability of the Company to continue in existence is dependent upon, among other things, obtaining additional financing to continue operations, develop, patent and market its technology. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 
F-14
 

 

Car Monkeys Group 

Notes to the Financial Statements
June 30, 2015

 

8)

EARNINGS LOSS PER SHARE

 

The following data show the amounts used in computing earnings (loss) per share.

 

 

 

June 30,
2015

 

 

June 30,
2014

 

Earnings (loss) from continuing operations

 

$ (59,156 )

 

$ 94,583

 

Weighted average number of common shares outstanding

 

 

3,255,687

 

 

 

3,251,490

 

Fully diluted average shares outstanding including 400,000 convertible preferred shares (not included in 2015, as effect would be anti-dilutive)

 

 

3,255,687

 

 

 

3,651,490

 

 

9)

STOCK OPTIONS

 

On March 23, 2015, the Company granted 400,000 options to an individual as incentive to serve as its Chief Operating Officer. The Company recognized stock-based compensation expense of $23,000 during the year ended June 30, 2015. At June 30, 2015 unrecognized compensation expense related to stock options is $97,000 and is expected to be recognized in future periods. The Company accounts for share-based payments pursuant to ASC 718 “Stock Compensation” and records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options using the Black-Sholes option pricing model which requires management to make assumptions regarding projected stock option exercise behavior, risk-free interest rates, volatility of the Company’s stock price and expected dividends. The following assumptions were used:

 

Expected life 5 years 

Risk free interest rate 1.41%

Volatility 301.47% 

Dividend yield 0.00%

 

The options vest as follows: 100,000 on March 31, 2015, 100,000 on August 23, 2015, 100,000 on March 23, 2016 and 100,000 on August 23, 2016.

 

Each share has an exercise price of $.10 per share. As an alternative method of exercise, provided that at the time of exercise the Company’s common stock is publicly traded with an average daily trading volume of 50,000 shares and closing prices quoted daily for at least the past thirty trading days, and provided further, that the exercise hereof (a “Net Exercise”) will not result in a charge to the Company’s reported earnings, payment of the exercise price per share may be made by delivery of this Option with a Net Exercise Notice. In the event of a Net Exercise, the Optionee shall exchange the Option for such number of shares underlying the Option determined by multiplying such number of shares by a fraction, the numerator of which shall be the difference between the closing price per share as of the day prior to the date the executed Net Exercise Notice and the Option are delivered to the Company and the exercise price per share, and the denominator of which shall be the closing price per share as of the day prior to the date of the executed Net Exercise Notice.

 

At June 30, 2015 100,000 options have vested, 300,000 remain unvested. At grant date, the fair value of the options was $.23 per share.

 

10)

SUBSEQUENT EVENTS

 

The Company has evaluated its subsequent events from the balance sheet date through the date of this report and determined that there are no additional events to disclose.

 

 
F-15
 

 

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

None

 

ITEM 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain “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 our 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 our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of Mariusz Girt in his capacity as Chief Executive Officer (“CEO”) and Pawel Girt our Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of June 30, 2015. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2014, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of June 30, 2015. The Company’s internal control over financial reporting as of June 30, 2015 has not been audited by the Company’s independent accountants.

 

Changes in Internal Control Over Financial Reporting

 

During the year ended June 30, 2015, there were no significant changes in our internal control over financial reporting that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. Other Information.

 

None.

 

 
19
 

 

PART III

 

ITEM 10. Directors, Executive Officers and Corporate Governance.

 

The table sets forth information as of the date of this report with respect to our executive officers and directors

 

Name

Age

Title

Tenure

Mariusz Girt

45

President, Chief Executive Officer and Director

June 2012

Marek Kudlinski

49

Chief Technology Officer

March 2013

Pawel Girt

49

Chief Financial Officer

March 2013

 

Background / Experience

 

Mariusz Girt, the Company’s President, Chief Executive Officer and sole Director, is the architect of the advanced algorithms at the heart of Car Monkey’s artificial intelligence component location/ evaluation engine. Mr. Girt’s extensive technical background in Computer Systems Analysis and Database Architecture combines seamlessly with his hands-on experience operating a successful auto parts business, resulting in a combination of qualifications uniquely relevant to the Company’s business. Mr. Girt is a dedicated and highly skilled professional with strong interpersonal, communication and leadership skills. Since September 2011, Mr. Girt has been employed as a Senior Computer Systems Analyst for EcoSafe Automotive, LLC, in Wyckoff, NJ, where he provided leadership in launching two online auto parts stores. From August 2004 through September 2011 Mr. Girt served as Senior Computer Systems Analyst at AccessPoint Communications, Inc. in West Palm Beach, Florida and Orange, NJ. At AccessPoint, Mr. Girt was responsible for managing and supervising an IT consulting staff and outside marketing and Public Relations contractors, and the design and development of data warehousing and database marketing software technologies that automate the analysis of business data. From May 2002 through July 2004, Mr. Girt worked at DP Martin & Associates, Inc. in Palm Beach, Florida as a Computer Systems Analyst. Mr. Girt holds a Bachelor of Science degree in IT from the University of Opole, Poland. Mariusz Girt and Pawel Girt are brothers.

 

Marek Kudlinski, has a hands on understanding of e-commerce and internet technologies, including .Net, multi-tiered web-based application design and implementation, database implementation, tuning, and transaction processing, Mr. Kudlinski is ideally qualified to design, implement, and manage the Company’s critical technological infrastructure; the cornerstone of our corporate strategy. As a senior Technical Architect at financial software giant Misys GMS, Mr. Kudlinski designed and implemented the company’s GMS (Global Managed Service) system, which allows banks, funds and corporations to confirm worldwide foreign exchange, money market, options and precious metals transactions via a single centralized, easy to use system. The GMS system is a key component in the Misys’s corporate competitive strategy. His extensive experience as a manager of skilled technical contributors will be crucial to our ability to attract, retain, and effectively utilize the most qualified technical professionals. Mr. Kudlinski, is currently a .NET System Architect for Misys GMS, in New York, NY, where he has worked since 2004. Among his many accomplishments at Misys GMS, Mr. Kudlinski designed and implemented the GMS (Global Managed Service) website which services banks, funds and corporations to allow confirmation of worldwide foreign exchange, money market, options and precious metals transactions via a centralized, easy to use system. Prior to working for Misys GMS, Mr. Kudlinski was Director of Software Development for ezUniverse LLC., in Ramsey, NJ, from 2002 through 2004. Mr. Kudlinski earned a Masters Degree in electrical engineering from Warsaw Technical University, in Warsaw, Poland in 1990. Mr. Kudlinski devotes approximately thirty hours per week to the Company.

 

 
20
 

 

Pawel Girt, has over 6 years of accounting experience, a Masters Degree in Economics from the University of Opole, Poland, and a comprehensive knowledge of accounting processes. He is a Certified Accountant; skilled in accounts payable, accounts receivable, general ledger, payroll, tax returns, forecasting and budgets. Mr. Girt is detail oriented and well organized with strong analytical and communication skills. From 2010 through the present Mr. Girt has been a partner at Public Accounting Office, Compendium S.C. From 2009 through 2010 he was an accountant for Public Accounting Office, in Vega S.C. During 2008 and 2009 he was an Accounts Payable clerk for Way of the World Travel and Cruises, in Surrey, BC, Canada. From 2006 through 2008 Mr. Girt served as Chief Accountant for the Polish Association for the Blind–Lower Silesia Region. Mariusz Girt and Pawel Girt are brothers.

 

To the best of our knowledge, none of our current or prospective directors or executive officers, during the past ten years, has been involved in any of the following legal proceedings:

 

1.

Any petition under the Federal bankruptcy laws or any state insolvency law being filed by or against, or a receiver, fiscal agent or similar officer being appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

 
2.

Conviction in a criminal proceeding, or being a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

 
3.

Being the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

 

 

 

i.

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

 

 

 

 

 

ii.

Engaging in any type of business practice; or

 

 

 

 

 

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 

 
21
 

 

4.

Being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) of this section, or to be associated with persons engaged in any such activity;

 
5.

Being found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 
6.

Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 
7.

Being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 

 

 

i.

Any Federal or State securities or commodities law or regulation; or

 

 

 

 

ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 

 

 

 

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

8.

Being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Section 16 Compliance

 

Section 16(a) of the Exchange Act requires our executive officers and directors and person who own more than 10% of our common stock to file reports regarding ownership of and any transactions in our securities with the Securities and Exchange Commission and to provide us with copies of those filings. On October 13, 2015 Form 5 was filed for each of the executive officers.

 

 

 
22
 

 

Corporate Governance

 

Director Independence

 

Our sole Director is not an independent director under any definition of independence of a national securities exchange or of an inter-dealer quotation system.

 

Code of Ethics

 

The Company adopted a code of ethics on September 27, 2013.

 

Audit, Compensation and Nominating Committees

 

The Director has not established an audit, compensation or director nominating committee; rather, the Director provides these functions. Our Director is not a financial expert as defined by Regulation S-K Item 407(d)(5). Given the current composition of management, the director does not believe such committees are practical at this time.

 

Security Holder Communications with our Board of Directors

 

The Company provides an informal process for security holders to send communications to our Director. Security holders who wish to contact the Director may do so by writing to Car Monkeys Group at 393 Crescent Ave, Wyckoff, NJ 07481.

 

Family Relationships

 

Mariusz Girt, our CEO and sole Director and Pawel Girt, our CFO are brothers. 

 

 
23
 

 

ITEM 11. Executive Compensation.

 

The following table sets forth information with respect to compensation paid by the registrant to its named executive officers during the last two completed fiscal years ended June 30, 2015 and 2014, respectively.

 

Executive Officer Compensation

Name and principal position

 

Year

 

Salary
(US$)

 

 

Bonus
(US$)

 

 

Stock Awards (US$)

 

 

Option Awards
(US$)

 

 

Non-Equity Incentive Plan Compensation (US$)

 

 

Nonqualified Deferred Compensation Earnings (US$)

 

 

All Other Compensation (US$)

 

 

Total
(US$)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mariusz Girt,

 

2015

 

$ 189,600

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

$ 189,600

 

Chief Executive Officer

 

2014

 

$ 163,833

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

$ 163,833

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pawel Girt

 

2015

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

$ 0

 

Chief Financial Officer

 

2014

 

 

0

 

 

 

0

 

 

$

 

 

 

0

 

 

0

 

 

0

 

 

0

 

$

 

 

The following table sets forth information with respect to compensation paid by the registrant to its director during the fiscal year ended June 30, 2015.

 

Director Compensation

Name (a)

 

Fees Earned or P aid in Cash
(US$)
(b)

 

 

Stock Awards (US$)
(c)

 

 

Option Awards (US$)
(d)

 

 

Non-Equity Incentive Plan Compensation (US$)
(e)

 

 

Change in Pension Value and Nonqualified Deferred Compensation Earnings (US$)
(f)

 

 

All Other Compensation (US$)
(g)

 

 

Total
(US$)
(h)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mariusz Girt

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

Employment Contracts and Termination of Employment, And Change-in-control Arrangements

 

The Company's CEO and sole Director does not have an employment agreement. Beginning August 2013, Mariusz Girt accrues a compensation of $15,800 per month. The Company entered into an employment agreement with its CFO in March 2013. The agreement has a term of two years unless otherwise terminated by it provisions and shall automatically renew for successive two year periods unless notice of termination is given ninety day prior to the anniversary date is given. Otherwise the agreement may only be terminated for cause as defined therein. Mr. Pawel Girt received a sign on bonus of 250,000 unregistered shares of common stock in 2013. Mr. Girt will not receive any salary until such time the Company closes any single financing in excess of $500,000 and at such time a salary will be negotiated.

 

 
24
 

 

Termination of Employment and Change of Control Arrangement

 

There is no compensatory plan or arrangement in excess of $100,000 with respect to any individual named above which results or will result from the resignation, retirement or any other termination of employment with the Company, or from a change in the control of the Company.

 

Compensation Discussion and Analysis

 

The following Compensation Discussion and Analysis (CD&A) provides information on the compensation programs established for our “Named Executive Officers” during our fiscal year ended June 30, 2015. All information provided herein should be read in conjunction with the tables provided below.

 

Our Director is responsible for establishing, implementing and monitoring the policies governing compensation for our executives. During the year ended June 30, 2015 our Director did not employ any outside consultants to assist in carrying out its responsibilities with respect to executive compensation, although he has access to general executive compensation information regarding both local and national industry compensation practices. In future periods we may participate in regional and national surveys that benchmark executive compensation by peer group factors such as company size, annual revenues, market capitalization and geographical location.

 

The executive employment market in general is very competitive due to the number of companies with whom we compete to attract and retain executive and other staff with the requisite skills and experience to carry out our strategy and to maintain compliance with multiple Federal and State regulatory agencies. Many of these companies have significantly greater economic resources than our own. Our Director has recognized that our compensation packages must be able to attract and retain highly talented individuals that are committed to our goals and objectives, without at this time paying cash salaries that are competitive with some of our peers with greater economic resources.

 

Our compensation structure is weighted towards equity compensation in the form of options to acquire common stock, which the Director believes motivates and encourages executives to pursue strategic opportunities while managing the risks involved in our current business stage, and aligns compensation incentives with value creation for our shareholders.

 

Components of Our Executive Compensation Program

 

Our executive compensation program incorporates components we believe are necessary in order for the Company to provide a competitive compensation package relative to our peers and to provide an appropriate mix between short-term and long-term cash and non-cash compensation. Elements of our executive compensation are listed below:

 

·

Base Salary

 

·

Stock Awards

 

·

Other benefits available to all employees

 

·

Items specific to our President and Chief Executive Officer per an employment agreement

 

Base Salary: At present we do not have a salary structure for employees and executives is based on skill set, knowledge and responsibilities. Base salaries may be established as necessary. During the year ended June 30, 2013 none of our Named Executive Officers received a salary increase.

 

 
25
 

 

Stock Awards: A portion of compensation paid to our executives is equity based. We believe equity compensation helps align the interests of our executives with the interests of our shareholders. In that regard, our executives’ compensation is subject to downside risk in the event that our common stock price decreases. In addition, we believe stock awards provide incentives to aid in the retention of key executives.

 

Other Benefits: Our Executive Officers and employees receive no other benefits.

 

Indemnification

 

Under our Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

 

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

 

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table sets forth, as of the date of this Annual Report on Form 10-K, the total number of shares owned beneficially by each of our director and executive officers individually and as a group, and the present owners of 5% or more of our total outstanding common shares based upon 3,255,687 shares of common stock outstanding and 400,000 Class A preferred stock convertible into common stock on a one for one basis. The stockholders listed below have direct ownership of his/her shares and possess voting and dispositive power with respect to the shares.

 

Title of Class

 

Name and address

of beneficial owner

 

Amount and nature of beneficial ownership

 

 

Percent of class

 

 

 

 

 

 

 

 

 

 

Common Stock (1)

 

Mariusz Girt,

Chief Executive Officer, Director

35 Crescent Road

Wycoff, NJ

 

 

568,667

 

 

 

15.6 %
 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Pawel Girt,

Chief Financial Officer

35 Crescent Road

Wycoff, NJ

 

 

250,000

 

 

 

6.8 %
 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

REZIA LIMITED
MICHALAKI KARAOLI 8
ANEMOMILOS BUILDING
4TH FLOOR, FLAT/OFFICE 401
NICOSIA, 1095

 

 

209,576

 

 

 

5.7 %

 

 
26
 

 

Common Stock

 

HENRYKA JOZEFA LUDWICZAK
KROWICA PUSTA 1A
WOJ. WIELKOPOLSKIE
SZCZYTNIKI, 62865

 

 

201,610

 

 

 

5.5 %
 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Kamila Monika Ludwiczak

Krowica Pusta 1A

WOJ. Wielkopolskie

Szczytniki 62865

 

 

201,610

 

 

 

5.5 %
 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

JOZEF JERZY JEDRZEJCZYK
UL. PRZYJACIELSKA 5
KONSTANCIN JEZIORNA, 05510

 

 

194,465

 

 

 

5.3 %
 

 

 

 

 

 

 

 

 

 

 

Common Stock(1)

 

All Officers and Director (2 persons)

 

 

818,667

 

 

 

22.4 %
________________ 

(1) Includes 400,000 shares of Class A Preferred Stock convertible into common stock on a one for one basis.

 

ITEM 13. Certain Relationships and Related Transactions, and Director Independence.

 

In March 2013, we issued 5,000,000 shares (250,000 shares after the 1/16/2015 20 to 1 reverse split) of our common stock to Pawel Girt upon his appointment as chief financial officer.

 

ITEM 14. Principal Accounting Fees and Services.

 

(1) Audit Fees

 

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Q's or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

 

2015

 

$

38,000

 

2014

 

$ 25,000

 

 

(2) Audit-Related Fees

 

There is no fee billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph.

 

 
27
 

 

(3) Tax Fees

 

There is no fee billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

 

(4) All Other Fees

 

There is no fee billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3).

 

(5) Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

 

(6) There is no hour expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time and permanent employees was.

 

 
28
 

 

PART IV

 

ITEM 15. Exhibits, Financial Statement Schedules.

 

Exhibit

Document Description

3.1

Articles of Incorporation (Incorporated by reference from Form S-1 filed 01-25-2011)

3.2

By-Laws (Incorporated by reference from Form S-1 filed 01-25-2011)

4.1

Articles of Amendment Class A Preferred Designation

10.1

Technology License Agreement (Incorporated by reference from Form 8-K filed 06-15-2012)

10.2

Management Agreement (Incorporated by reference from Form 8-K filed 08-24-2012)

10.3

Pawel Girt Employment Agreement (Incorporated by reference from Form 8-K filed 03-26-2013

14.1

Code of Ethics

31.1

Certification of Chief Executive Officer pursuant to 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended

31.2

Certification of Chief Financial Officer pursuant to 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (Chief Executive Officer)

32.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (Chief Financial Officer)

 

101.INS **

XBRL Instance Document

101.SCH **

XBRL Taxonomy Extension Schema Document

101.CAL **

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **

XBRL Taxonomy Extension Label Linkbase Document

101.PRE **

XBRL Taxonomy Extension Presentation Linkbase Document

_________________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 
29
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on October 13, 2015.

 

CAR MONKEYS GROUP

By:

/s/ Mariusz Girt

Mariusz Girt, President, Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Date: October 13, 2015

By:

/s/ Mariusz Girt

Mariusz Girt, President, Principal Executive Officer,

and Sole Director

 

Date: October 13, 2015

By:

/s/ Pawel Girt

Pawel Girt, Chief Financial Officer, Principal Accounting Officer

 

 

30