Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
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[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015
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Commission file number 000-54635
EXCELSIS INVESTMENTS INC.
(Exact name of registrant as specified in its charter)
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Nevada
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27-2758155
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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801 West Bay Drive, Suite 470
Largo, Florida 33770
(Address of Principal Executive Offices, including zip code)
727-330-2731
(Registrant's telephone number including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to section 12(g) of the Act:
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None
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Common Stock
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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 [X] NO [ ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ]
Indicate by check mark 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 smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-accelerated Filer (Do not check if a smaller reporting company)
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[ ]
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Smaller Reporting Company
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[X]
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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 computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2015: $76,009.
As of March 29, 2016, 62,422,604 shares of the registrant's common stock were outstanding.
TABLE OF CONTENTS
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Page
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3
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Business.
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3
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Risk Factors.
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6
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Unresolved Staff Comments.
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6
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Properties.
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6
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Legal Proceedings.
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7
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Mine Safety Disclosures.
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7
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7
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Market Price for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of
Equity Securities.
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7
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Selected Financial Data.
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9
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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9
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Quantitative and Qualitative Disclosures About Market Risk.
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12
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Financial Statements and Supplementary Data.
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12
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
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31
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Controls and Procedures.
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31
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Other Information.
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32
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32
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Directors, Executive Officers and Corporate Governance.
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32
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Executive Compensation.
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35
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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36
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Certain Relationships and Related Transactions, and Director Independence.
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37
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Principal Accounting Fees and Services.
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38
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39
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Exhibits and Financial Statement Schedules.
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39
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41
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42
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General
We are engaged in the business of identifying and capitalizing on emerging technology and associated markets. Currently, our operations are focused on product development and sales in the Personal Financial Protection and Data Protection businesses. Utilizing our technologies, we plan to expand in this market with additional consumer products and business technologies that provide companies and individuals with new information protection solutions.
We have launched our first consumer product in this category, the Stealth Card, designed to protect the EMV chip in a consumer's credit card from "electronic pickpocketing" that uses a smartphone, credit card reader, or RFID antenna to remotely access data stored on the consumer's EMV "Smartchip". This data includes an individual's credit card number, name, and provides the potential criminal with access to a card's EMV frequency, which allows them to use a card "skimmer" to make transactions on a consumer's credit card without ever taking physical possession. Due to these sophisticated new threats, Mobile Dynamic Marketing Inc has focused on building an array of technology around protecting the consumer's data from current and future potentially compromising events.
Competition
The identity theft industry and associated products is a large and fragmented market which has many competitors with larger financial resources than us. Our differentiating factor is our proprietary Stealth Card and associated proprietary compound and design. Our single card solution differentiates from our competitors who are all line of sight based products. As such, we intend to make our presence known in the industry by establishing marketing campaigns and relationships based on our physical product to attract customers.
Patents and Trademarks
Currently, our Trademark was changed to Notice of Allowance – Issued. This trademark is based off the Stealth logo and brand in the identity theft space. Additionally, we have several provisional and non-provisional patent applications filed in the identity theft and data protection markets.
Governmental Regulation
Currently there are no governmental regulations which affect our operations.
Customers
Currently we sell to both the consumer and business-to-business markets. We intend to continue to focus on both verticals of sales with our marketing strategies. Methods used to sell consumers is primarily through our e-commerce website. Methods to sell business-to-business sale takes place at the customer's location. Retention of the customer depends on the strength of our relationship, the satisfaction in the product, and increase to their existing business through our product integration.
Market and Revenue Generation
The company has launched its marketing plan in two primary verticals. The first is direct to consumer. The primary marketing strategy for consumer marketing is through our buystealthcard.com website. In order to continue this sales strategy we must continually develop web marketing plans and corresponding budgets. Our second market vertical is business-to-business sales. This is accomplished through affinity sales and private label branding. In order to continue this revenue stream the company must continue to develop marketing materials and acquire advertising.
Employees
We have 2 full time employees. Additionally, we use numerous contractors to handle the design, manufacturing and fulfillment of product.
Seasonality and Cyclical Nature of our Business
Our business experiences small seasonality around the Holiday season. Due to the type of product that we sell, we expect to see increased sales around the holiday gift giving season. We do not expect to see any seasonality in our business-to-business market.
Our Office
We lease space for our offices that are located 801 West Bay Drive, Suite 470, Largo, Florida 33770 and our telephone number is (727) 330-2731. We lease our offices from Candia West Bay LLC pursuant to a written lease dated December 1, 2012. The term of our lease is month-to-month. Our monthly rent is $1,092.
Convertible Promissory Notes
On January 23, 2014, the Company issued a $53,000 convertible note which is unsecured, bears interest at 8% per annum and due on October 23, 2014. The Company received $50,000, net of issuance fee of $3,000. The note was convertible into shares of common stock 180 days after the date of issuance (July 22, 2014) at a conversion rate of 58% of the average of the three lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 22% per annum. As at December 31, 2015, accrued interest of $nil (2014 - $5,022) has been recorded in accounts payable and accrued liabilities.
On July 22, 2014, the note became convertible resulting in the Company recording a derivative liability of $57,846 with a corresponding adjustment to loss on change in fair value of derivative liabilities of $2,767 as accretion expense. During the year ended December 31, 2014, the Company issued 1,574,830 common shares for the conversion of $45,000 and recorded amortization of $17,663. Pursuant to the agreement, the convertible note matured on October 23, 2014 and 150% of the remaining balance in principal and interest is payable. During the year ended December 31, 2015, the Company included a penalty of $nil (2014 - $9,000) in interest expense for the additional amount payable due to defaulting on the loan. During the year ended December 31, 2015, the Company issued 1,912,000 common shares for the conversion of the remaining $17,000 in principal and $2,120 in accrued interest. As at December 31, 2015, the carrying value of the debenture was $nil (2014 - $17,000) and the fair value of the derivative liability was $nil (2014 - $22,852). The Company recognized a gain in $3,061 for accrued interest forgiven.
On March 25, 2014, the Company issued a $53,000 convertible note which is unsecured, bears interest at 8% per annum and due on January 2, 2015. The Company received $50,000, net of issuance fee of $3,000. The note is convertible into shares of common stock 180 days after the date of issuance (September 21, 2014) at a conversion rate of 58% of the average of the three lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 22% per annum. As at December 31, 2015, accrued interest of $nil (2014 - $3,264) has been recorded in accounts payable and accrued liabilities.
On September 21, 2014, the note became convertible resulting in the Company recording a derivative liability of $55,382 with a corresponding adjustment to loss on change in fair value of derivative liabilities of $303 as accretion expense. Pursuant to the agreement, the convertible note matured on January 2, 2015 and 150% of the remaining balance in principal and interest is payable. During year ended December 31, 2015, the Company issued 9,841,978 common shares for the conversion of $53,000 and $2,120 of accrued interest and had amortized $1,029 (2014 - $54,050) of the debt discount to interest expense. As at December 31, 2015, the carrying value of the debenture was $nil (2014 - $51,971) and the fair value of the derivative liability was $nil (2014 - $37,823). The Company recognized a gain in $11,104 for the accrued interest forgiven. During the year ended December 31, 2015, the Company amortized $21 in financing costs (2014 - $2,979).
On June 13, 2014, the Company issued a $53,000 convertible note which is unsecured, bears interest at 8% per annum and due on March 17, 2015. The Company received $50,000, net of issuance fee of $3,000. The note is convertible into shares of common stock 180 days after the date of issuance (December 10, 2014) at a conversion rate of 58% of the average of the three lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 22% per annum. As at December 31, 2015, accrued interest of $nil (2014 - $2,335) has been recorded in accounts payable and accrued liabilities.
On December 10, 2014, the note became convertible resulting in the Company recording a derivative liability of $55,314 with a corresponding adjustment to loss on change in fair value of derivative liabilities of $2,314 as accretion expense. Pursuant to the agreement, the convertible note matured on March 17, 2015 and 150% of the remaining balance in principal and interest is payable. During the year ended December 31, 2015, the Company issued 7,258,977 common shares for the conversion of $53,000 and $4,240 of accrued interest and had amortized $41,526 (2014 - $11,474) of the debt discount to interest expense. As at December 31, 2015, the carrying value of the debenture was $nil (2014 - $11,474) and the fair value of the derivative liability was $nil (2014 - $54,348). The Company recognized a gain in $9,040 for the accrued interest forgiven. During the year ended December 31, 2015, the Company amortized $823 in financing costs (2014 - $2,176).
On June 20, 2014, the Company entered into a consulting agreement for consulting services. Pursuant to the agreement, the Company is to pay the consultant a commencement fee of $250,000. On June 23, 2014, the Company issued a $250,000 convertible note which is unsecured, non-bearing interest and due on June 22, 2015. The note is convertible into shares of common stock 180 days after the date of issuance (December 17, 2014) at a conversion rate of 90% of the lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at December 31, 2015, accrued interest of $36,416 (2014 - $nil) has been recorded in accounts payable and accrued liabilities.
On December 17, 2014, the note became convertible resulting in the Company recording a derivative liability of $94,188 with a corresponding adjustment to loss on change in fair value of derivative liabilities of $1,050 as accretion expense. Pursuant to the agreement, the convertible note matured on June 22, 2015 and 150% of the remaining balance in principal and interest is payable. During the year ended December 31, 2015, the Company included a penalty of $125,000 (2014 - $nil) in interest expense for the additional amount payable due to defaulting on the loan. During the year ended December 31, 2015, the Company had amortized $88,357 (2014 - $6,720) of the debt discount to interest expense. As December 31, 2015, the carrying value of the debenture was $375,000 (2014 - $161,443) and the fair value of the derivative liability was $304,860 December 31, (2014 - $84,615). On February 2, 2016, the Company entered into a settlement agreement for the settlement of the convertible debt.
On June 23, 2014, the Company issued a $50,000 convertible note which is unsecured, bears interest at 8% per annum and due on June 22, 2015. The Company received $49,400, net of issuance fee of $600. The note is convertible into shares of common stock 180 days after the date of issuance (December 20, 2014) at a conversion rate of 60% of the lowest closing bid prices of the Company's common stock for the five trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 18% per annum. As at December 31, 2015, accrued interest of $nil (2014 - $2,093) has been recorded in accounts payable and accrued liabilities.
On December 20, 2014, the note became convertible resulting in the Company recording a derivative liability of $49,618 with a corresponding adjustment to loss on change in fair value of derivative liabilities. Pursuant to the agreement, the convertible note matured on June 22, 2015 and 150% of the remaining balance in principal and interest is payable. During the year ended December 31, 2015, the Company issued 5,830,671 common shares for the conversion of $50,000 and $3,994 of accrued interest and had amortized $46,652 (2014 - $2,966) of the debt discount to interest expense. As at December 31, 2015, the carrying value of the debenture was $nil (2014 - $3,348) and the fair value of the derivative liability was $nil (2014 - $50,071). The Company recognized a gain in $2,658 for the accrued interest forgiven. During the year ended December 31, 2015, the Company amortized $285 in financing costs (2014 - $315).
On June 23, 2014, the Company issued a $50,000 convertible note which is unsecured, bears interest at 8% per annum and due on June 22, 2015. The Company received $49,400, net of issuance fee of $600. The note is convertible into shares of common stock 180 days after the date of issuance (December 20, 2014) at a conversion rate of 60% of the lowest closing bid prices of the Company's common stock for the five trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at December 31, 2015, accrued interest of $10,267 (2014 - $2,093) has been recorded in accounts payable and accrued liabilities.
On December 20, 2014, the note became convertible resulting in the Company recording a derivative liability of $49,618 with a corresponding adjustment to loss on change in fair value of derivative liabilities. Pursuant to the agreement, the convertible note matured on June 22, 2015 and 150% of the remaining balance in principal and interest is payable. During year ended December 31, 2015, the Company included a penalty of $12,753 (2014 - $nil) in interest expense for the additional amount payable due to defaulting on the loan. During the year ended December 31, 2015, the Company issued 2,001,225 common shares for the conversion of $24,495. During the year ended December 31, 2015, the Company had amortized $46,652 (2014 - $2,966) of the debt discount to interest expense. As at December 31, 2015, the carrying value of the debenture was $38,258 (2014 - $3,348) and the fair value of the derivative liability was $65,853 (2014 - $50,071). During the year ended December 31, 2015, the Company amortized $285 in financing costs (2014 - $315). On February 2, 2016, the Company entered into a settlement agreement for the settlement of the convertible debt.
On June 25, 2014, the Company issued a $50,000 convertible note which is unsecured, bears interest at 8% per annum and due on June 24, 2015. The Company received $49,400, net of issuance fee of $600. The note is convertible into shares of common stock 180 days after the date of issuance (December 22, 2014) at a conversion rate of 60% of the lowest closing bid prices of the Company's common stock for the five trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at December 31, 2015, accrued interest of $13,854 (2014 - $2,071) has been recorded in accounts payable and accrued liabilities.
On December 22, 2014, the note became convertible resulting in the Company recording a derivative liability of $49,464 with a corresponding adjustment to loss on change in fair value of derivative liabilities. Pursuant to the agreement, the convertible note matured on June 24, 2015 and 150% of the remaining balance in principal and interest is payable. During the year ended December 31, 2015, the Company included a penalty of $25,000 (2014 - $nil) in interest expense for the additional amount payable due to defaulting on the loan. During the year ended December 31, 2015, the Company had amortized $47,044 (2014 – $2,420) of the debt discount to interest expense. As at December 31, 2015, the carrying value of the debenture was $75,000 (2014 - $2,956) and the fair value of the derivative liability was $120,536 (2014 - $50,031). During the year ended December 31, 2015, the Company amortized $288 in financing costs (2014 - $312). On February 2, 2016, the Company entered into a settlement agreement for the settlement of the convertible debt.
Notes in General
The Convertible Notes are convertible into shares of our common stock based upon a discount to the market price. The conversion terms of these Convertible Notes are based upon a discount to the then-prevailing average of the lowest trading bid prices (as described above for each separate note) and, as a result, the lower the stock price at the time the Holders convert the Convertible Notes, the more shares of our common stock the Holders will receive. The number of shares of common stock issuable upon conversion of these Convertible Notes is indeterminate. If the trading price of our common stock is lower when the conversion price of these Convertible Notes is determined, we would be required to issue a higher number of shares of our common stock, which could cause substantial dilution to our stockholders. In addition, if the Holders opt to convert these Convertible Notes into shares of our common stock and sell those shares it could result in an imbalance of supply and demand for our common stock and resulting in lower trading prices for our common stock as reported by the OTCBB. The further our stock price declines, the further the adjustment of the conversion price will fall and the greater the number of shares we will have to issue upon conversion.
In addition, the number of shares issuable upon conversion of the Convertible Note is potentially limitless. While the overall ownership of each individual Holder at any one moment may be limited to 9.99% of the issued and outstanding shares of our common stock, each Holder may be free to sell any shares into the market that have previously been issued to them, thereby enabling them to convert the remaining portion of these Convertible Notes.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
We own no properties.
ITEM 3. LEGAL PROCEEDINGS.
On February 1, 2016, a suit was filed in the United States District Court for the Eastern District of Pennsylvania, captioned Scanner Guard Corporation, plaintiff vs. Excelsis Investments, Inc., International Marketing Group, Inc., and Mobile Dynamic Marketing, Inc., defendants, Case No. 2:16-cv-00516-JCJ alleging that the defendants violated portions of the Lanham Act and Florida's Deceptive and Unfair Trade Practices Act by dissemination false advertising and misrepresentations regarding certain products. We have retained counsel in this matter and intend to defend the same.
On February 19, 2016, a default judgment was rendered against us in the Superior Court of the State of California, County of San Diego, Central Division, Hall of Justice, captioned George Sharp v. Xumanii, et al., Case No. 37-2013-00048310 in the amount of $19,700. We were never served with process in the case and if the plaintiff attempts to enforce the judgment in the State of Florida we intend to defend the same based upon a lack of service of process. The suit relates to alleged activities that took place prior to the time that our current management became affiliated with us.
On February 22, 2016, a suit was filed in the Circuit Court of the Sixth Judicial Circuit in and for Pinellas County, Florida, captioned The Marketing Source, Inc., plaintiff vs. Mobile Dynamic Marketing Inc. and Excelsis Investments, Inc. Case No. 2016-000823-CI alleging that we breached the terms of an agreement and seeks damages, an accounting, and an injunction. We have retained counsel in this matter and intend to defend the same vigorously.
None.
| ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
Our stock is listed for trading on the Bulletin Board operated the Financial Industry Regulatory Authority (FINRA) on OTCBB under the symbol "EXSL". The shares of common stock began trading in the first quarter of 2011. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock.
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Fiscal Year – 2015
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High Bid
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Low Bid
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Fourth Quarter: 10/01/15 to 12/31/15
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0.035
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0.001
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Third Quarter: 07/01/15 to 09/30/15
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0.034
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0.001
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Second Quarter: 04/01/15 to 06/30/15
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0.043
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0.004
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First Quarter: 01/01/15 to 03/31/15
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0.003
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0.003
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Fiscal Year –2014
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High Bid
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Low Bid
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Fourth Quarter: 10/01/14 to 12/31/14
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0.068
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0.021
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Third Quarter: 07/01/14 to 09/30/14
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0.124
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0.051
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Second Quarter: 04/01/14 to 06/30/14
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0.131
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0.057
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First Quarter: 01/01/14 to 03/31/14
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0.123
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0.025
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Holders
On April 12, 2016, we had 20 shareholders of record of our common stock.
Dividend Policy
We have not declared any cash dividends on our common stock since our inception. There are no dividend restrictions that limit our ability to pay cash dividends on our common stock in our Articles of Incorporation or Bylaws. Our governing statute, Chapter 78 – "Private Corporations" of the Nevada Revised Statutes (the "NRS"), does provide limitations on our ability to declare cash dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring cash dividends where, after giving effect to the distribution of the dividend:
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(a)
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we would not be able to pay our debts as they become due in the usual course of business; or
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(b)
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our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution (except as otherwise specifically allowed by our Articles of Incorporation).
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Penny Stock Regulations and Restrictions on Marketability
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading, (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws, (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price, (d) contains a toll-free telephone number for inquiries on disciplinary actions, (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks, and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock, (b) the compensation of the broker-dealer and its salesperson in the transaction, (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock, and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling their shares of our common stock.
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.
Transfer Agent
Action Stock Transfer Inc.
2469 E. Fort Union Blvd, Suite 214
Salt Lake City, UT 84121
(801) 274-1088 voice
(801) 274-1099 fax
www.actionstocktransfer.com
Recent Sales of Unregistered Securities
None.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
RESULTS OF OPERATIONS
Working Capital
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December 31, 2015
$
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December 31, 2014
$
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Current Assets
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1,193,612
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313,516
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||||||
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Current Liabilities
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2,801,238
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1,484,369
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Working Capital (Deficit)
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(1,607,626
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)
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(1,170,853
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)
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Cash Flows
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Year ended
December 31, 2015
$
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Period ended
December 31, 2014
$
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|||||||
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Cash Flows from (used in) Operating Activities
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179,588
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(411,598
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)
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Cash Flows from (used in) Investing Activities
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–
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–
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||||||
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Cash Flows from (used in) Financing Activities
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19,491
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373,200
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Net Increase (decrease) in Cash During Period
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199,079
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(38,398
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)
|
|||||
During the year ended December 31, 2015, the Company revenues from continuing operations of $2,254,318 compared to $686,720 for the year ended December 31, 2014. The increase is due to the fact that the Company increased its revenue from the sale of its stealth cards from prior year. For the year ended December 31, 2015, the Company earned gross margin of $1,827,184 or 81.05% compared to $444,511 or 64.73% during the year ended December 31, 2014. During the year ended December 31, 2015, the Company incurred less cost of revenues relating to engineering costs in comparison to prior year.
Operating Expenses and Net Loss
During the year ended December 31, 2015, the Company incurred operating expenses of $1,693,442 compared to $1,404,111 for the year ended December 31, 2014. The increase in operating expenses is attributed to the fact that the Company increased operations during the year and required more overhead costs to support operations including an increase in general and administrative costs of $433,947. Furthermore, the Company had an increase in labor costs such as payroll costs of $12,569 and amortization of customer list of $98,374. The Company had a decrease of $49,172 in consulting fees, $7,553 in professional fees related to accounting, audit, and legal fees with respect to the Company's SEC reporting requirements and filings.
During the year ended December 31, 2014, the Company disposed of its wholly owned subsidiary Career Start Inc. The Company had no such transaction during fiscal 2015. As a result, the Company did not have any net income from discontinued operations for the year ended December 31, 2015 in comparison to $173,143 for the year ended December 31, 2014, which was offset by a loss of $55,714 on disposal of the subsidiary.
For the year ended December 31, 2015, the Company recorded a net loss of $1,055,350 or $0.02 loss per share, compared with a net loss of $821,944 or $0.04 loss per share. In addition to revenues, operating expenses, and discontinued operations, the Company recorded a loss of $341,192 (2014 – gain of $672,095) relating to the fair value of the derivative liabilities with respect to the conversion feature of the convertible debenture. The Company also incurred interest expense of $535,931 (2014 - $307,208) relating to interest costs on the Company's short-term and long-term debt financings. In addition, the Company also recorded a gain on forgiveness of debt of $25,863 (2014 - $169,726) for the forgiveness of debt. The amount forgiven in 2015 related to accrued interest forgiven on convertible debentures dated January 23, 2014, March 25, 2014, June 13, 2014, and June 23, 2014. The amount forgiven in fiscal 2014 related to the December 6, 2012 convertible debenture of $150,000 plus accrued interest. In addition, the Company recorded $318,132 (2015 - $514,386) for make whole expenses related to shares to be issued to a related party in respect to the acquisition of intangible assets.
Liquidity and Capital Resources
As at December 31, 2015, the Company had cash of $388,183 and total current assets of $1,193,612 compared with cash of $189,104 and total current assets of $313,516 at December 31, 2014. The increase in cash is attributed to revenue from general operations and sales as well as financing activities. In addition to the increase in cash, the increase in total current assets is due to a increase in $389,731 in receivables for revenue generated by the Company, $784 in prepaid expense, $374,705 in inventory, offset by $82,500 for accounts receivable - related party and $1,703 for deferred financing costs.
As at December 31, 2015, the Company had total current liabilities of $2,801,238 compared to $1,484,369 at December 31, 2014. The increase in total current liabilities was attributed to an increase of $398,747 in accounts payable and accrued liabilities, $237,780 in accounts payable – related party, $143,577 in derivative liabilities relating to the fair value of the conversion feature on the convertible debenture, $19,491 in loans payable, $318,132 in liability for share issuable – related party, and $236,718 for convertible debentures offset by a decrease of $37,576 in due to related parties.
The overall working capital deficit increased from $1,170,853 at December 31, 2014 to $1,607,626 at December 31, 2015. The increase in working capital deficit is mainly due to the non-cash effects of the increase in the liability for shares issuable - related party and the increase to accounts payable and accrued liabilities and due to related parties.
During the year ended December 31, 2015, the Company issued 26,844,851 common shares for conversion of $209,969 of convertible debentures and accrued interest and 6,000,003 common shares for advisory financial services.
Cashflow from Operating Activities
During the year ended December 31, 2015, the Company increased cash of $179,588 from operating activities compared to using cash of $411,598 for the year ended December 31, 2014. The increase in cash from operating activities was due to the fact that the Company increased operating activities during fiscal 2015 and has generated high gross profit due to general operations.
Cashflow from Investing Activities
During the years ended December 31, 2015 and 2014, the Company did not have any investing activities.
Cashflow from Financing Activities
During the year ended December 31, 2015, the Company received $nil from the issuance of convertible debentures $67,000 proceeds from a loan payable to an unrelated party, and $nil proceeds from a loan payable from a related party compared with $75,000 in proceeds from loan payable from a related party during the year ended December 31, 2014. During fiscal 2015, the Company also repaid $47,509 to an outstanding loan in comparison to $nil in the year ended December 31, 2014.
Acquisition and Sale of Career Start Inc. ("Career")
On July 13, 2013, the Company entered into a share purchase agreement with Career Start and the shareholders of all of the issued and outstanding common shares of Career. The Company acquired 100% of the issued and outstanding shares of Career in exchange for 47,142,858 common shares of the Company. Following the close of the share exchange agreement, there are
196,198,413 common shares outstanding, of which the former shareholders of Career will control approximately 47,142,858 common shares, or 24% of the total issued and outstanding common shares of the Company. As a result, Career becomes a wholly-owned subsidiary of the Company.
On November 5, 2014, the Company sold its interest in Career Start to a former officer of the Company in exchange for the return of 3,111,428 common shares of the Company and recorded a loss on the disposal of the subsidiary based on the net assets of Career Start as follows:
|
|
$
|
|||
|
Book value of Career net assets
|
||||
|
Cash
|
487
|
|||
|
Accounts receivable
|
53,537
|
|||
|
Prepaid expenses
|
2,585
|
|||
|
Accounts payable and accrued liabilities
|
(795
|
)
|
||
|
Due to Career Start Management
|
(100
|
)
|
||
|
Loss on disposal of subsidiary
|
55,714
|
Critical Accounting Policies and Estimates
We prepared our financial statements and the accompanying notes in conformity with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions about future events that affect the reported amounts in the financial statements and the accompanying notes. We identified certain accounting policies as critical based on, among other things, their impact on the portrayal of our financial condition, results of operations, or liquidity and the degree of difficulty, subjectivity, and complexity in their deployment. Critical accounting policies cover accounting matters that are inherently uncertain because the future resolution of such matters is unknown. Management routinely discusses the development, selection, and disclosure of each of the critical accounting policies. The following is a discussion of our most critical accounting policies:
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Financial Instruments
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company's financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, and convertible debentures. Pursuant to ASC 820, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
EXCELSIS INVESTMENTS, INC.
Financial Statements
For the years ended December 31, 2015 and 2014
|
F-1
|
||
|
F-2
|
||
|
F-3
|
||
|
F-4
|
||
|
F-5
|
||
|
F-6
|
||
To the Stockholders of
Excelsis Investments, Inc.
Largo, Florida
We have audited the accompanying balance sheets of Excelsis Investments, Inc. (the "Company") as of December 31, 2015 and 2014, and the related statements of operations, stockholders' deficit and cash flows for each of 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 an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 the Company as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working capital deficit and an accumulated deficit as of December 31, 2015. These conditions raise significant doubt about the Company's ability to continue as a going concern. Management's plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
April 14, 2016
F-1
EXCELSIS INVESTMENTS, INC.
|
December 31,
2015
$
|
December 31,
2014
$
|
|||||||
|
ASSETS
|
||||||||
|
Cash
|
388,183
|
189,104
|
||||||
|
Accounts receivable
|
407,231
|
17,500
|
||||||
|
Accounts receivable – related party
|
5,000
|
87,500
|
||||||
|
Prepaid expenses
|
2,309
|
1,525
|
||||||
|
Inventory
|
93,585
|
16,184
|
||||||
|
Prepaid Inventory
|
297,305
|
–
|
||||||
|
Deferred financing costs
|
–
|
1,703
|
||||||
|
Total Current Assets
|
1,193,612
|
313,516
|
||||||
|
Intangible assets, net
|
247,654
|
393,098
|
||||||
|
Total Assets
|
1,441,266
|
706,614
|
||||||
|
LIABILITIES
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts payable and accrued liabilities
|
557,589
|
158,842
|
||||||
|
Accounts payable – related party
|
245,270
|
7,490
|
||||||
|
Derivative liabilities
|
491,249
|
347,672
|
||||||
|
Loans payable
|
139,491
|
120,000
|
||||||
|
Due to related parties
|
48,148
|
85,724
|
||||||
|
Liability for shares issuable – related party
|
831,233
|
513,101
|
||||||
|
Convertible debentures, net of unamortized discount of $nil and $271,460
|
488,258
|
251,540
|
||||||
|
Total Current Liabilities
|
2,801,238
|
1,484,369
|
||||||
|
Loan payable - related party
|
75,000
|
75,000
|
||||||
|
Total Liabilities
|
2,876,238
|
1,559,369
|
||||||
|
STOCKHOLDERS' DEFICIT
|
||||||||
|
Preferred Stock
Authorized: 500,000,000 preferred shares with a par value of $0.001 per share
Issued and outstanding: 1,000,000 and nil preferred shares, respectively
|
1,000
|
1,000
|
||||||
|
Common Stock
Authorized: 750,000,000 common shares with a par value of $0.001 per share
Issued and outstanding: 59,311,165 and 26,466,311 common shares, respectively
|
59,311
|
26,466
|
||||||
|
Additional paid-in capital
|
1,459,090
|
1,018,802
|
||||||
|
Accumulated deficit
|
(2,954,373
|
)
|
(1,899,023
|
)
|
||||
|
Total Stockholders' Deficit
|
(1,434,972
|
)
|
(852,755
|
)
|
||||
|
Total Liabilities and Stockholders' Deficit
|
1,441,266
|
706,614
|
||||||
(The accompanying notes are an integral part of these consolidated financial statements)
F-2
EXCELSIS INVESTMENTS, INC.
|
Year ended
December 31, 2015
$
|
Year ended
December 31, 2014
$
|
|||||||
|
Revenue of goods
|
1,393,355
|
17,861
|
||||||
|
Revenue of goods – related party
|
14,500
|
22,500
|
||||||
|
Revenue of services
|
23,863
|
26,969
|
||||||
|
Revenue of services – related party
|
822,600
|
619,390
|
||||||
|
Total revenue
|
2,254,318
|
686,720
|
||||||
|
Cost of goods sold
|
(290,714
|
)
|
(4,741
|
)
|
||||
|
Cost of goods sold – related party
|
(3,870
|
)
|
(6,075
|
)
|
||||
|
Cost of service
|
–
|
(17,298
|
)
|
|||||
|
Cost of service – related party
|
(132,550
|
)
|
(214,095
|
)
|
||||
|
Total costs
|
427,134
|
242,209
|
||||||
|
Gross Margin
|
1,827,184
|
444,511
|
||||||
|
Operating Expenses
|
||||||||
|
Amortization
|
147,160
|
48,786
|
||||||
|
Consulting
|
351,773
|
400,945
|
||||||
|
General and administrative
|
800,471
|
366,524
|
||||||
|
Impairment of goodwill
|
–
|
198,834
|
||||||
|
Payroll
|
298,062
|
285,493
|
||||||
|
Professional fees
|
95,976
|
103,529
|
||||||
|
Total Operating Expenses
|
1,693,442
|
1,404,111
|
||||||
|
Income (loss) from operations
|
133,742
|
(959,600
|
)
|
|||||
|
Other Income (Expense)
|
||||||||
|
Gain (loss) on change in fair value of derivative liabilities
|
(341,192
|
)
|
672,095
|
|||||
|
Gain on forgiveness of debt
|
25,863
|
169,726
|
||||||
|
Interest expense
|
(535,931
|
)
|
(307,208
|
)
|
||||
|
Make whole expense
|
(318,132
|
)
|
(514,386
|
)
|
||||
|
Other loss
|
(19,700
|
)
|
–
|
|||||
|
Total Other Income (Expense)
|
(1,189,092
|
)
|
20,227
|
|||||
|
Net Loss from Continuing Operations
|
(1,055,350
|
)
|
(939,373
|
)
|
||||
|
Discontinued Operations
|
||||||||
|
Loss on disposal of subsidiary
|
–
|
(55,714
|
)
|
|||||
|
Net income from discontinued operations
|
–
|
173,143
|
||||||
|
Total Discontinued Operations
|
–
|
117,429
|
||||||
|
Net Loss
|
(1,055,350
|
)
|
(821,944
|
)
|
||||
|
Net Earnings (Loss) per Share – Basic and Diluted
|
||||||||
|
Net Loss
|
(0.02
|
)
|
(0.04
|
)
|
||||
|
Continuing operations
|
(0.02
|
)
|
(0.05
|
)
|
||||
|
Discontinued operations
|
–
|
0.01
|
||||||
|
Weighted Average Shares Outstanding – Basic and Diluted
|
42,638,112
|
20,170,185
|
||||||
(The accompanying notes are an integral part of these consolidated financial statements)
F-3
EXCELSIS INVESTMENTS, INC.
|
Year ended
December 31,
2015
$
|
Year ended
December 31,
2014
$
|
|||||||
|
Operating Activities
|
||||||||
|
Net loss
|
(1,055,350
|
)
|
(821,944
|
)
|
||||
|
Adjustments to reconcile net loss to net cash used in /provided by operating activities:
|
||||||||
|
Amortization of discount on convertible debenture
|
271,460
|
253,921
|
||||||
|
Amortization of customer list
|
147,160
|
48,786
|
||||||
|
Amortization of deferred financing costs
|
1,703
|
9,097
|
||||||
|
Default penalty on convertible debenture
|
162,753
|
9,000
|
||||||
|
Gain on forgiveness of debt
|
(25,863
|
)
|
(169,726
|
)
|
||||
|
Impairment of goodwill
|
–
|
198,834
|
||||||
|
Imputed interest
|
6,000
|
2,614
|
||||||
|
Issuance of convertible debt for services
|
–
|
250,000
|
||||||
|
Issuance of shares for services
|
59,550
|
330
|
||||||
|
Loss (gain) on change in fair value of derivative liabilities
|
341,192
|
(672,095
|
)
|
|||||
|
Change in fair value of make whole expense - related party
|
318,132
|
1,283
|
||||||
|
Liability for shares issuable – related party
|
–
|
513,101
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts receivable
|
(389,731
|
)
|
70,265
|
|||||
|
Accounts receivable – related party
|
82,500
|
(87,500
|
)
|
|||||
|
Prepaid expenses
|
(2,500
|
)
|
2,585
|
|||||
|
Inventory
|
16,184
|
|
(16,184
|
)
|
||||
| Prepaid Inventory | (390,889 |
)
|
–
|
|||||
|
Accounts payable and accrued liabilities
|
437,083
|
(97,079
|
)
|
|||||
|
Accounts payable – related party
|
237,780
|
93,114
|
||||||
|
Due to related parties
|
(37,576
|
)
|
–
|
|||||
|
Net cash provided by (used) in operating activities
|
179,588
|
(411,598
|
)
|
|||||
|
Financing Activities
|
||||||||
|
Proceeds from issuance of convertible debentures, net of financing fees
|
–
|
298,200
|
||||||
|
Proceeds from issuance of loan payable
|
67,000
|
–
|
||||||
|
Proceeds from issuance of loan payable from related party
|
–
|
75,000
|
||||||
|
Repayments of loan payable
|
(47,509
|
)
|
–
|
|||||
|
Net cash provided by financing activities
|
19,491
|
373,200
|
||||||
|
Increase (decrease) in cash
|
199,079
|
(38,398
|
)
|
|||||
|
Cash, beginning of period
|
189,104
|
227,502
|
||||||
|
Cash, end of period
|
388,183
|
189,104
|
||||||
|
Non-cash transactions
|
||||||||
|
Fair value of shares issued for the acquisition of intangible assets
|
–
|
441,884
|
||||||
|
Common shares issued for convertible notes and accrued interest
|
209,969
|
45,000
|
||||||
|
Recognition of new derivative and debt discount
|
–
|
401,888
|
||||||
|
Reclassification of derivative liability to APIC
|
197,614
|
35,374
|
||||||
|
Supplemental Disclosures
|
||||||||
|
Interest paid
|
–
|
–
|
||||||
|
Income tax paid
|
–
|
–
|
||||||
(The accompanying notes are an integral part of these consolidated financial statements)
F-4
EXCELSIS INVESTMENTS, INC.
For the years ended December 31, 2015 and 2014
|
Additional
|
||||||||||||||||||||||||||||
|
Preferred Stock
|
Common Stock
|
Paid-in
|
Accumulated
|
|||||||||||||||||||||||||
|
Shares
#
|
Par Value
$
|
Shares
#
|
Par Value
$
|
Capital
$
|
Deficit
$
|
Total
$
|
||||||||||||||||||||||
|
–
|
–
|
–
|
–
|
|||||||||||||||||||||||||
|
Balance – January 1, 2014
|
1,000,000
|
1,000
|
19,619,841
|
19,620
|
499,163
|
(1,077,079
|
)
|
(557,296
|
)
|
|||||||||||||||||||
|
Issuance of common stock for
employee bonuses
|
–
|
–
|
10,000
|
10
|
320
|
–
|
330
|
|||||||||||||||||||||
|
Issuance of shares upon conversion
of convertible debentures
|
–
|
–
|
1,574,830
|
1,574
|
43,426
|
–
|
45,000
|
|||||||||||||||||||||
|
Shares received for disposal of
subsidiary
|
–
|
–
|
(3,111,428
|
)
|
(3,111
|
)
|
3,111
|
–
|
–
|
|||||||||||||||||||
|
Issuance of common stock for
intangible asset
|
–
|
–
|
8,337,431
|
8,337
|
433,547
|
–
|
441,884
|
|||||||||||||||||||||
|
Imputed interest
|
–
|
–
|
–
|
–
|
2,614
|
2,614
|
||||||||||||||||||||||
|
Shares issued to Harmonious to
maintain equity interest
|
–
|
–
|
35,637
|
36
|
1,247
|
1,283
|
||||||||||||||||||||||
|
Reclassification of derivative to APIC
|
–
|
–
|
–
|
–
|
35,374
|
35,374
|
||||||||||||||||||||||
|
Net loss for the year
|
–
|
–
|
–
|
–
|
–
|
(821,944
|
)
|
(821,944
|
)
|
|||||||||||||||||||
|
Balance – December 31, 2014
|
1,000,000
|
1,000
|
26,466,311
|
26,466
|
1,018,802
|
(1,899,023
|
)
|
(852,755
|
)
|
|||||||||||||||||||
|
Issuance of shares upon conversion of
convertible debentures
|
–
|
–
|
26,844,851
|
26,845
|
183,124
|
–
|
209,969
|
|||||||||||||||||||||
|
Reclassification of derivative to APIC
|
–
|
–
|
–
|
–
|
197,614
|
–
|
197,614
|
|||||||||||||||||||||
|
Issuance of shares for services
|
–
|
–
|
6,000,003
|
6,000
|
53,550
|
–
|
59,550
|
|||||||||||||||||||||
|
Imputed interest
|
–
|
–
|
–
|
–
|
6,000
|
–
|
6,000
|
|||||||||||||||||||||
|
Net loss for the year
|
–
|
–
|
–
|
–
|
–
|
(1,055,350
|
)
|
(1,055,350
|
)
|
|||||||||||||||||||
|
Balance – December 31, 2015
|
1,000,000
|
1,000
|
59,311,165
|
59,311
|
1,459,090
|
(2,954,373
|
)
|
(1,434,972
|
)
|
|||||||||||||||||||
(The accompanying notes are an integral part of these consolidated financial statements)
F-5
EXCELSIS INVESTMENTS, INC.
1. Nature of Operations and Continuance of Business
Excelsis Investments, Inc. (the "Company") was incorporated in the state of Nevada on May 27, 2010 under the name "Pub Crawl Holdings, Inc". On June 14, 2010, the Company entered into an Assignment Agreement (the "Acquisition") with PB PubCrawl.com LLC ("PubCrawl"), a California limited liability company, whereby the Company acquired a 100% interest in the member shares of PubCrawl in exchange for 500,000 common shares of the Company. The Acquisition was accounted for in accordance with ASC 805-50, Related Issues, as the companies were under common control prior to acquisition. On September 3, 2012, the Company sold their rights to PubCrawl to the former President and Director of the Company.
On November 28, 2012, the Company acquired 100% of the members shares of Mobile Dynamic Marketing, Inc. ("Mobile Dynamic"), a company incorporated in the state of Florida on November 6, 2012, in exchange for the issuance of 1,000,000 common shares. As part of the acquisition, the Company cancelled 15,000,000 issued and outstanding common shares held by the former President and Director of the Company and the management and directors of Mobile Dynamic acquired 7,500,000 common shares of the Company in a private transaction with the former President and Director of the Company. Effectively, Mobile Dynamic held 73% of the issued and outstanding common shares of the Company and the transaction has been accounted for as a reverse merger, where Mobile Dynamic is deemed to be the acquirer for accounting purposes.
On July 13, 2013, the Company entered into a share exchange agreement with Career Start, Inc. ("Career"), a private corporation formed under the state of Florida on February 4, 2013. Under the terms of the agreement, the Company acquired the net assets of Career in exchange for 4,714,286 common shares of the Company. The acquisition was between two related parties and has been accounted on a cost basis. On October 24, 2013, the Company effected a corporation name change to Excelsis Investments Inc.
On March 11, 2014, the Company announces its name change from Pub Crawl Holdings to Excelsis Investments, Inc.
On September 1, 2014, the Company entered into a purchase agreement with a non-related party to purchase intangible assets by issuing 30% of the outstanding common shares of the Company as determined on an as-converted, fully-diluted basis, which shall not be subject to dilution by any future issuances for the purchase of 3,000 customer accounts The Company is recognizing the revenue generated from the intangible asset on a net basis.
On November 5, 2014, the Company entered into share exchange agreement with a former officer of the Company in regards to common shares in the Company's wholly-owned subsidiaries, Career Start, Inc ("CSI") and Career Start Management ("CSM"), private corporations incorporated in the state of Florida and New York, respectively. Under the terms of the agreement, the Company received 3,111,429 shares of the Company held by the former officer in exchange for 100% of the issued and outstanding common shares of CSI and CSM. Subsequent to the disposal of the subsidiaries, the Company has turned its focus on the development and retail of Stealth Cards, a product meant to block RFID (Radio Frequency Identifier Signal) chipped cards from being read when placed in the correct orientation to help users secure their personal information.
In June, 2015, the Company launched the sale of Stealth Cards. In addition, the company intends on releasing additional products that have been developed since the initial launch in June.
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at December 31, 2015, the Company has a working capital deficit of $1,607,626 and an accumulated deficit of $2,954,373. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company's future operations. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2. Summary of Significant Accounting Policies
a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") and are expressed in U.S. dollars. The Company's fiscal year end is December 31.
F-6
EXCELSIS INVESTMENTS, INC.
Notes to the Financial Statements
2. Summary of Significant Accounting Policies (continued)
b) Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to share-based payments, collectability of accounts receivable, impairment of goodwill, and the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at December 31, 2015 and 2014, the Company had no cash equivalents.
d) Accounts Receivable
Accounts receivable represents amounts owed from Stealth Card sales as well amounts owed from customer accounts that recur on a monthly basis. Amounts are presented net of the allowance for doubtful accounts, which represents the Company's best estimate of the amount of probable credit losses in the existing accounts receivable balance. The Company determines allowance for doubtful accounts based upon historical experience and current economic conditions. The Company reviews the adequacy of its allowance for doubtful accounts on a regular basis. As of December 31, 2015 and 2014, the Company had no allowances for doubtful accounts.
e) Inventory
Inventory is comprised of stealth cards purchased for resell, and is recorded at the lower of cost or net realizable value on a first-in first-out basis. The Company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated realizable value based upon assumptions about future and market conditions.
f) Intangible Assets
Intangible assets are stated at cost less accumulated amortization and are comprised of customer accounts acquired with an useful life of three years and amortized straight line over three years and patent and trademark development costs, which are currently being developed and has not been placed in use. During the year ended December 31, 2015, the Company incurred $147,160 (2014 - $48,786) in amortization expense.
g) Long-Lived Assets
In accordance with ASC 360, "Property, Plant and Equipment", the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
F-7
EXCELSIS INVESTMENTS, INC.
Notes to the Financial Statements
2. Summary of Significant Accounting Policies (continued)
h) Goodwill
On acquisition of business, fair values are attributed to the assets and liabilities of the acquired business at the date of acquisition. Goodwill arises when the fair value of the consideration given for a business exceeds the fair value of the net assets. During the year ended December 31, 2014, the Company recorded impairment of goodwill of $198,834 as the Company sold its interest in Career Start Inc, and Career Start Management.
i) Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at December 31, 2015, the Company had 28,280,185 (2014 – 2,898,983) potentially dilutive common shares.
j) Revenue Recognition
The Company recognizes and accounts for revenue in accordance with ASC 605 as a principal on the sale of goods. Pursuant to ASC 605, Revenue Recognition, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the amount is fixed and determinable, risk of ownership has passed to the customer and collection is reasonably assured. The Company considered ASC 605-45, Principal Agent Considerations, and determined that the Company acts as a principal in its revenue-earnings activities as they are responsible for the production of goods purchased by the customer, can determine the pricing costs, goods purchased are paid directly by the Company, and has a credit risk with respect to collection of amounts owed by its customers.
The Company considered ASC 605-45, Principal Agent Considerations, and determined that the Company does not act as the principal in its revenue-earnings activities related to certain service revenues where we do not bear enough of the risks in the transaction to record them on the gross basis. Revenues for these activities are recorded based on the net amount earned by the Company.
k) Cost of Revenue
For the Company's product sales, cost of revenue consists of inventory sold in each transaction. For the Company's service sales, cost of revenue consists of engineering services provided by a related party.
l) Research and Development Costs
Research and development costs are charged to operations as incurred.
m) Financial Instruments
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
F-8
EXCELSIS INVESTMENTS, INC.
Notes to the Financial Statements
2. Summary of Significant Accounting Policies (continued)
m) Financial Instruments (continued)
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company's financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, and convertible debentures. Pursuant to ASC 820, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
The following table represents assets and liabilities that are measured and recognized at fair value as of December 31, 2015, on a recurring basis:
|
Level 1
$
|
Level 2
$
|
Level 3
$
|
Total gains
and (losses)
|
|||||||||||||
|
Cash
|
388,183
|
–
|
–
|
–
|
||||||||||||
|
Liabilities for shares issuable – related party
|
(831,233
|
)
|
–
|
–
|
(318,132
|
)
|
||||||||||
|
Derivative liabilities
|
–
|
–
|
(491,249
|
)
|
(341,192
|
)
|
||||||||||
|
Total
|
(443,050
|
)
|
–
|
(491,249
|
)
|
(659,324
|
)
|
|||||||||
The following table represents assets and liabilities that are measured and recognized at fair value as of December 31, 2014, on a recurring basis:
|
Level 1
$
|
Level 2
$
|
Level 3
$
|
Total gains
and (losses)
|
|||||||||||||
|
Cash
|
189,104
|
–
|
–
|
–
|
||||||||||||
|
Liabilities for shares issuable – related party
|
(513,101
|
)
|
–
|
–
|
(514,386
|
)
|
||||||||||
|
Derivative liabilities
|
–
|
–
|
(347,672
|
)
|
672,095
|
|||||||||||
|
Total
|
(323,997
|
)
|
–
|
(347,672
|
)
|
157,709
|
||||||||||
As of December 31, 2015, the Company had a derivative liability amount of $491,249 (2014 – $347,672) which was classified as a Level 3 financial instrument, and a loss on change in fair value of derivative liabilities of $341,192 (2014 – gain of $672,095).
n) Income Taxes
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 "Accounting for Income Taxes" as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
F-9
EXCELSIS INVESTMENTS, INC.
Notes to the Financial Statements
2. Summary of Significant Accounting Policies (continued)
|
o)
|
Recent Accounting Pronouncements
|
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
|
3.
|
Discontinued Operations and Sale of Career Start
|
On November 5, 2014, the Company discontinued operations and sold its interest in its wholly owned subsidiaries, Career Start Inc. and Career Start Management Inc. The results of Career Start Inc. and Career Start Management Inc. discontinued operations are summarized as follows:
Statement of Operations:
|
Year ended
December 31, 2015
$
|
Year ended
December 31, 2014
$
|
|||||||
|
Revenues
|
–
|
4,297,453
|
||||||
|
Cost of Sales
|
–
|
(3,598,197
|
)
|
|||||
|
Gross Margin
|
–
|
699,256
|
||||||
|
Operating Expenses
|
||||||||
|
Consulting
|
–
|
–
|
||||||
|
General and administrative
|
–
|
213,999
|
||||||
|
Payroll
|
–
|
309,930
|
||||||
|
Professional fees
|
–
|
2,184
|
||||||
|
Total Operating Expenses
|
–
|
526,113
|
||||||
|
Net Income from Discontinued Operations
|
–
|
173,143
|
||||||
|
Loss disposal of subsidiary
|
–
|
(55,714
|
)
|
|||||
|
Total Discontinued Operations
|
–
|
117,429
|
||||||
As a result of the sale of Career Start, the Company recorded a loss on the disposal of Career Start, as follows:
|
|
$
|
|||
|
Book value of Career net assets
|
||||
|
Cash
|
487
|
|||
|
Accounts receivable
|
53,537
|
|||
|
Prepaid expenses
|
2,585
|
|||
|
Accounts payable and accrued liabilities
|
(795
|
)
|
||
|
Due to Career Start Management
|
(100
|
)
|
||
|
Loss on disposal of subsidiary
|
55,714
|
|
4.
|
Convertible Debenture
|
|
a)
|
On January 23, 2014, the Company issued a $53,000 convertible note which is unsecured, bears interest at 8% per annum and due on October 23, 2014. The Company received $50,000, net of issuance fee of $3,000. The note was convertible into shares of common stock 180 days after the date of issuance (July 22, 2014) at a conversion rate of 58% of the average of the three lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 22% per annum. As at December 31, 2015, accrued interest of $nil (2014 - $5,022) has been recorded in accounts payable and accrued liabilities.
|
F-10
EXCELSIS INVESTMENTS, INC.
Notes to the Financial Statements
|
4.
|
Convertible Debenture (continued)
|
On July 22, 2014, the note became convertible resulting in the Company recording a derivative liability of $57,846 with a corresponding adjustment to loss on change in fair value of derivative liabilities of $2,767 as accretion expense. During the year ended December 31, 2014, the Company issued 1,574,830 common shares for the conversion of $45,000 and recorded amortization of $17,663. Pursuant to the agreement, the convertible note matured on October 23, 2014 and 150% of the remaining balance in principal and interest is payable. During the year ended December 31, 2015, the Company included a penalty of $nil (2014 - $9,000) in interest expense for the additional amount payable due to defaulting on the loan. During the year ended December 31, 2015, the Company issued 1,912,000 common shares for the conversion of the remaining $17,000 in principal and $2,120 in accrued interest. As at December 31, 2015, the carrying value of the debenture was $nil (2014 - $17,000) and the fair value of the derivative liability was $nil (2014 - $22,852). The Company recognized a gain in $3,061 for accrued interest forgiven.
|
b)
|
On March 25, 2014, the Company issued a $53,000 convertible note which is unsecured, bears interest at 8% per annum and due on January 2, 2015. The Company received $50,000, net of issuance fee of $3,000. The note is convertible into shares of common stock 180 days after the date of issuance (September 21, 2014) at a conversion rate of 58% of the average of the three lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 22% per annum. As at December 31, 2015, accrued interest of $nil (2014 - $3,264) has been recorded in accounts payable and accrued liabilities.
|
On September 21, 2014, the note became convertible resulting in the Company recording a derivative liability of $55,382 with a corresponding adjustment to loss on change in fair value of derivative liabilities of $303 as accretion expense. Pursuant to the agreement, the convertible note matured on January 2, 2015 and 150% of the remaining balance in principal and interest is payable. During year ended December 31, 2015, the Company issued 9,841,978 common shares for the conversion of $53,000 and $2,120 of accrued interest and had amortized $1,029 (2014 - $54,050) of the debt discount to interest expense. As at December 31, 2015, the carrying value of the debenture was $nil (2014 - $51,971) and the fair value of the derivative liability was $nil (2014 - $37,823). The Company recognized a gain in $11,104 for the accrued interest forgiven. During the year ended December 31, 2015, the Company amortized $21 in financing costs (2014 - $2,979).
|
c)
|
On June 13, 2014, the Company issued a $53,000 convertible note which is unsecured, bears interest at 8% per annum and due on March 17, 2015. The Company received $50,000, net of issuance fee of $3,000. The note is convertible into shares of common stock 180 days after the date of issuance (December 10, 2014) at a conversion rate of 58% of the average of the three lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 22% per annum. As at December 31, 2015, accrued interest of $nil (2014 - $2,335) has been recorded in accounts payable and accrued liabilities.
|
On December 10, 2014, the note became convertible resulting in the Company recording a derivative liability of $55,314 with a corresponding adjustment to loss on change in fair value of derivative liabilities of $2,314 as accretion expense. Pursuant to the agreement, the convertible note matured on March 17, 2015 and 150% of the remaining balance in principal and interest is payable. During the year ended December 31, 2015, the Company issued 7,258,977 common shares for the conversion of $53,000 and $4,240 of accrued interest and had amortized $41,526 (2014 - $11,474) of the debt discount to interest expense. As at December 31, 2015, the carrying value of the debenture was $nil (2014 - $11,474) and the fair value of the derivative liability was $nil (2014 - $54,348). The Company recognized a gain in $9,040 for the accrued interest forgiven. During the year ended December 31, 2015, the Company amortized $823 in financing costs (2014 - $2,176).
F-11
EXCELSIS INVESTMENTS, INC.
Notes to the Financial Statements
4. Convertible Debentures (continued)
|
d)
|
On June 20, 2014, the Company entered into a consulting agreement for consulting services. Pursuant to the agreement, the Company is to pay the consultant a commencement fee of $250,000. On June 23, 2014, the Company issued a $250,000 convertible note which is unsecured, non-bearing interest and due on June 22, 2015. The note is convertible into shares of common stock 180 days after the date of issuance (December 17, 2014) at a conversion rate of 90% of the lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at December 31, 2015, accrued interest of $36,416 (2014 - $nil) has been recorded in accounts payable and accrued liabilities.
|
On December 17, 2014, the note became convertible resulting in the Company recording a derivative liability of $94,188 with a corresponding adjustment to loss on change in fair value of derivative liabilities of $1,050 as accretion expense. Pursuant to the agreement, the convertible note matured on June 22, 2015 and 150% of the remaining balance in principal and interest is payable. During the year ended December 31, 2015, the Company included a penalty of $125,000 (2014 - $nil) in interest expense for the additional amount payable due to defaulting on the loan. During the year ended December 31, 2015, the Company had amortized $88,357 (2014 - $6,720) of the debt discount to interest expense. As December 31, 2015, the carrying value of the debenture was $375,000 (2014 - $161,443) and the fair value of the derivative liability was $304,860 December 31, (2014 - $84,615). On February 2, 2016, the Company entered into a settlement agreement for the settlement of the convertible note. Refer to Note 11(b).
|
e)
|
On June 23, 2014, the Company issued a $50,000 convertible note which is unsecured, bears interest at 8% per annum and due on June 22, 2015. The Company received $49,400, net of issuance fee of $600. The note is convertible into shares of common stock 180 days after the date of issuance (December 20, 2014) at a conversion rate of 60% of the lowest closing bid prices of the Company's common stock for the five trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 18% per annum. As at December 31, 2015, accrued interest of $nil (2014 - $2,093) has been recorded in accounts payable and accrued liabilities.
|
On December 20, 2014, the note became convertible resulting in the Company recording a derivative liability of $49,618 with a corresponding adjustment to loss on change in fair value of derivative liabilities. Pursuant to the agreement, the convertible note matured on June 22, 2015 and 150% of the remaining balance in principal and interest is payable. During the year ended December 31, 2015, the Company issued 5,830,671 common shares for the conversion of $50,000 and $3,994 of accrued interest and had amortized $46,652 (2014 - $2,966) of the debt discount to interest expense. As at December 31, 2015, the carrying value of the debenture was $nil (2014 - $3,348) and the fair value of the derivative liability was $nil (2014 - $50,071). The Company recognized a gain in $2,658 for the accrued interest forgiven. During the year ended December 31, 2015, the Company amortized $285 in financing costs (2014 - $315).
|
f)
|
On June 23, 2014, the Company issued a $50,000 convertible note which is unsecured, bears interest at 8% per annum and due on June 22, 2015. The Company received $49,400, net of issuance fee of $600. The note is convertible into shares of common stock 180 days after the date of issuance (December 20, 2014) at a conversion rate of 60% of the lowest closing bid prices of the Company's common stock for the five trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at December 31, 2015, accrued interest of $10,267 (2014 - $2,093) has been recorded in accounts payable and accrued liabilities.
|
On December 20, 2014, the note became convertible resulting in the Company recording a derivative liability of $49,618 with a corresponding adjustment to loss on change in fair value of derivative liabilities. Pursuant to the agreement, the convertible note matured on June 22, 2015 and 150% of the remaining balance in principal and interest is payable. During year ended December 31, 2015, the Company included a penalty of $12,753 (2014 - $nil) in interest expense for the additional amount payable due to defaulting on the loan. During the year ended December 31, 2015, the Company issued 2,001,225 common shares for the conversion of $24,495. During the year ended December 31, 2015, the Company had amortized $46,652 (2014 - $2,966) of the debt discount to interest expense. As at December 31, 2015, the carrying value of the debenture was $38,258 (2014 - $3,348) and the fair value of the derivative liability was $65,853 (2014 - $50,071). During the year ended December 31, 2015, the Company amortized $285 in financing costs (2014 - $315). On February 2, 2016, the Company entered into a settlement agreement for the settlement of the convertible note.
F-12
EXCELSIS INVESTMENTS, INC.
Notes to the Financial Statements
4. Convertible Debentures (continued)
|
g)
|
On June 25, 2014, the Company issued a $50,000 convertible note which is unsecured, bears interest at 8% per annum and due on June 24, 2015. The Company received $49,400, net of issuance fee of $600. The note is convertible into shares of common stock 180 days after the date of issuance (December 22, 2014) at a conversion rate of 60% of the lowest closing bid prices of the Company's common stock for the five trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at December 31, 2015, accrued interest of $13,854 (2014 - $2,071) has been recorded in accounts payable and accrued liabilities.
|
On December 22, 2014, the note became convertible resulting in the Company recording a derivative liability of $49,464 with a corresponding adjustment to loss on change in fair value of derivative liabilities. Pursuant to the agreement, the convertible note matured on June 24, 2015 and 150% of the remaining balance in principal and interest is payable. During the year ended December 31, 2015, the Company included a penalty of $25,000 (2014 - $nil) in interest expense for the additional amount payable due to defaulting on the loan. During the year ended December 31, 2015, the Company had amortized $47,044 (2014 – $2,420) of the debt discount to interest expense. As at December 31, 2015, the carrying value of the debenture was $75,000 (2014 - $2,956) and the fair value of the derivative liability was $120,536 (2014 - $50,031). During the year ended December 31, 2015, the Company amortized $288 in financing costs (2014 - $312). On February 2, 2016, the Company entered into a settlement agreement for the settlement of the loan.
|
5.
|
Derivative Liabilities
|
The Company records the fair value of the of the conversion price of the convertible debentures disclosed in Note 4 in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative was calculated using a multi-nominal lattice model performed by an independent qualified business valuator. The fair value of the derivative liability is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. During the year ended December 31, 2015, the Company recorded a loss on the change in fair value of derivative liability of $341,192 (2014 – gain of $672,095). As at December 31, 2015, the Company recorded a derivative liability of $491,249 (2014 - $347,672).
The following inputs and assumptions were used to value the convertible debentures outstanding during the year ended December 31, 2015 and 2014:
|
·
|
The range of stock prices for the valuation of the derivative instruments at December 31, 2015 ranged from $0.0144 to $0.0285 per share of common stock.
|
|
·
|
The debtholder would redeem (with penalties of 0% to 50% depending on the date and full-partial redemption) based on availability of alternative financing, at a rate of 0% increasing 1.0% monthly to a maximum of 10%.
|
|
·
|
The debtholder would automatically convert the note at maturity if the registration was effective and the Company is not in default.
|
|
·
|
The projected annual volatility for each valuation period based on the historic volatility of the Company 444 - 474%
|
|
·
|
Capital raising events of $100,000 would occur in each quarter for a total of $100,000 in 2014 at 75% of market generating dilutive reset events at prices below $0.0122 (rounded) for the convertible debentures.
|
A summary of the activity of the derivative liability is shown below:
|
|
$
|
|||
|
Balance, January 1, 2014
|
653,253
|
|||
|
Day one loss on date notes become convertible
|
9,542
|
|||
|
Debt discount
|
401,888
|
|||
|
Reclassification of derivative to APIC
|
(35,374
|
)
|
||
|
Gain in change in fair value of the derivative
|
(28,384
|
)
|
||
|
Gain on write-off of derivative due to debt forgiven
|
(653,253
|
)
|
||
|
Balance, December 31, 2014
|
347,672
|
|||
|
Reclassification of derivative to APIC
|
(197,615
|
)
|
||
|
Loss in change in fair value of the derivative
|
341,192
|
|||
|
Balance, December 31, 2015
|
491,249
|
F-13
EXCELSIS INVESTMENTS, INC.
Notes to the Financial Statements
6. Related Party Transactions
|
a)
|
As at December 31, 2015, the Company was owed $5,000 (2014- $87,500) from a significant shareholder which is non-interest bearing, unsecured, and due on demand.
|
|
b)
|
As at December 31, 2015, the Company owed $25,150 (2014 - $36,574) to the President of the Company, which is non-interest bearing, unsecured, and due on demand.
|
|
c)
|
As at December 31, 2015, the Company owed $22,998 (2014 - $49,150) to the Chief Financial Officer of the Company, which is non-interest bearing, unsecured, and due on demand.
|
|
d)
|
As at December 31, 2015, the Company recorded a liability for shares issuable of $831,233 (2014 - $513,101) relating to 29,166,082 common shares to be issued to a significant shareholder pursuant to the acquisition agreement for the intangible assets. During the year ended December 31, 2015, the Company recorded $318,132 (2014 – $514,386) as a loss in the fair value of the shares issuable to the significant shareholder
|
|
e)
|
As at December 31, 2015, the Company owed $75,000 (2014 - $75,000) to a significant shareholder for a loan payable. The loan is unsecured, non-interest bearing, and due on July 25, 2017. Refer to Note 7(a).
|
|
f)
|
During the year ended December 31, 2015, the Company generated revenues of $837,100 (2014 - $641,890) from a significant shareholder.
|
|
g)
|
During the year ended December 31, 2015, the Company incurred payroll expense of $267,495 (2014 - $285,493) to management and officers of the Company.
|
|
h)
|
During the year ended December 31, 2015, the Company incurred engineering expense of $132,550 (2014 - $214,095) to company owned by the mother of the President of the Company, which was included in cost of goods sold. As at December 31, 2015, the Company owed $245,270 (2014 - $7,490) to the company owned by the mother of the President of the Company, which is non-interest bearing, unsecured, and due on demand. The amount owing has been recorded as accounts payable – related party.
|
7. Loan Payable
|
a)
|
On July 25, 2014, the Company entered into a loan agreement with a significant shareholder for a loan of $175,000. Under the terms of the note, the amount is unsecured, non-interest bearing, and due on July 25, 2017. The unpaid principal is to be repaid in installments defined as the collected sum of 10% of the unadjusted gross sales revenue (net of returns and chargebacks) with the installments to begin once the Company has received the gross proceeds of $175,000. As at December 31, 2015, the Company had received loan proceeds of $75,000 (2014 - $75,000). During the year ended December 31, 2015, the Company recorded imputed interest of $6,000 (2014 - $2,614).
|
|
b)
|
As at December 31, 2015, the Company owes $19,491 (2014 - $nil) pursuant to a future receivable sales agreement with a non-related party. Under the terms of the agreement, the amount is secured by $73,639 of the Company's accounts receivable, bears interest at 30%, and due in installments of $792 payable on each business day.
|
|
c)
|
As at December 31, 2015, the Company owes $120,000 (2014 - $120,000) in a note payable to a non-related party. Under the terms of the note, the amount is unsecured, bears interest at 10% per annum, and due on demand.
|
F-14
EXCELSIS INVESTMENTS, INC.
Notes to the Financial Statements
8. Common Shares
Year ended December 31, 2015
|
a)
|
On January 12, 2015, the Company issued 1,912,000 common shares for the conversion of a convertible note with a non-related party, as noted in Note 4(a), with a book value of $19,120. $17,589 was reclassified from derivative liabilities to additional paid-in capital on conversion.
|
|
b)
|
On January 29, 2015, the Company approved a ten-for-one reverse split of its issued and outstanding common shares, which has been applied on a retroactive basis.
|
|
c)
|
On March 13, 2015, the Company issued 1,400,000 common shares for the conversion of a convertible note with a non-related party, as noted in Note 4(b), with a book value of $2,380. $1,791 was reclassified from derivative liabilities to additional paid-in capital on conversion.
|
|
d)
|
On April 28, 2015, the Company issued 1,414,286 common shares for the conversion of a convertible note with a non-related party, as noted in Note 4(b), with a book value of $1,980. $1,486 was reclassified from derivative liabilities to additional paid-in capital on conversion.
|
|
e)
|
On May 4, 2015, the Company issued 1,414,706 common shares for the conversion of a convertible note with a non related party, as noted in Note 4(b), with a book value of $4,810. $3,720 was reclassified from derivative liabilities to additional paid-in capital on conversion.
|
|
f)
|
On May 6, 2015, the Company issued 1,415,116 common shares for the conversion of a convertible note with a non-related party, as noted in Note 4(b), with a book value of $6,085. $4,705 was reclassified from derivative liabilities to additional paid-in capital on conversion.
|
|
g)
|
On May 20, 2015, the Company issued 1,485,556 common shares for the conversion of a convertible note with a non-related party, as noted in Note 4(b), with a book value of $6,685. $5,291 was reclassified from derivative liabilities to additional paid-in capital on conversion.
|
|
h)
|
On June 1, 2015, the Company issued 1,485,776 common shares for the conversion of a convertible note with a non-related party, as noted in Note 4(b), with a book value of $17,235. $14,633 was reclassified from derivative liabilities to additional paid-in capital on conversion.
|
|
i)
|
On June 12, 2015, the Company issued 2,001,225 common shares for the conversion of a convertible note with a non-related party, as noted in Note 4(e), with a book value of $24,495. $28,034 was reclassified from derivative liabilities to additional paid-in capital on conversion.
|
|
j)
|
On June 12, 2015, the Company issued 2,001,225 common shares for the conversion of a convertible note with a non-related party, as noted in Note 4(f), with a book value of $24,495. $28,034 was reclassified from derivative liabilities to additional paid-in capital on conversion.
|
|
k)
|
On June 16, 2015, the Company issued 1,226,538 common shares for the conversion of a convertible note with a non-related party, as noted in Note 4(b), with a book value of $15,945. $12,237 was reclassified from derivative liabilities to additional paid-in capital on conversion.
|
|
l)
|
On July 7, 2015, the Company issued 1,485,632 common shares for the conversion of a convertible note with a non-related party, as noted in Note 4(c), with a book value of $12,925. $11,477 was reclassified from derivative liabilities to additional paid-in capital on conversion.
|
|
m)
|
On July 8, 2015, the Company issued 1,760,111 common shares for the conversion of a convertible note with a non-related party, as noted in Note 4(e), with a book value of $15,841. $18,857 was reclassified from derivative liabilities to additional paid-in capital on conversion.
|
|
n)
|
On July 9, 2015, the Company issued 500,000 common shares for financial advisory services upon execution of an advisory agreement with a non related party. The shares were recorded at their fair value of $15,000 based on the closing market price on the date of the agreement. Refer to Note 9(b).
|
|
o)
|
On July 23, 2015, the Company issued 1,363,636 common shares for the conversion of a convertible note with a non-related party, as noted in Note 4(c), with a book value of $12,000. $10,788 was reclassified from derivative liabilities to additional paid-in capital on conversion.
|
|
p)
|
On July 30, 2015, the Company issued 2,069,335 common shares for the conversion of a convertible note with a non related party, as noted in Note 4(e), with a book value of $13,658. $11,789 was reclassified from derivative liabilities to additional paid-in capital on conversion.
|
F-15
EXCELSIS INVESTMENTS, INC.
Notes to the Financial Statements
8. Common Shares (continued)
Year ended December 31, 2015 (continued)
|
q)
|
On August 19, 2015, the Company issued 2,261,538 common shares for the conversion of a convertible note with a non related party, as noted in Note 4(c), with a book value of $14,700. $13,535 was reclassified from derivative liabilities to additional paid-in capital on conversion.
|
|
r)
|
On September 16, 2015, the Company issued 2,148,171 common shares for the conversion of a convertible note with a non related party, as noted in Note 4(c), with a book value of $17,615. $13,649 was reclassified from derivative liabilities to additional paid-in capital on conversion.
|
|
s)
|
On November 11, 2015, the Company issued 5,500,003 common shares for financial advisory services upon the amendment of an advisory agreement with a non related party. The shares were recorded at their fair value of $44,550 based on the closing market price on the date of the agreement. Refer to Note 9(b).
|
Year Ended December 31, 2014
|
t)
|
On January 15, 2014, the Company issued 10,000 common shares of the Company with a fair value of $330 for employee bonuses.
|
|
u)
|
On August 4, 2014, the Company issued 408,163 common shares for the conversion of a convertible note with a non-related party, as noted in Note 4(a), with a book value of $20,000. $9,666 was reclassified from derivative liabilities to additional paid-in capital on conversion.
|
|
v)
|
On September 1, 2014, the Company entered into a purchase agreement with a non-related party to purchase intangible assets by issuing 30% of the outstanding common shares of the Company as determined on an as-converted, fully-diluted basis, which shall not be subject to dilution by any future issuances. On December 2, 2014, the Company issued 8,337,431 common shares with a fair value of $441,884 and issued a further 35,637 common shares with a fair value of $1,284 pursuant to the agreement to maintain the sellers 30% equity investment. As at December 31, 2014, the Company recorded $513,101 liability for shares issuable and recorded compensation of $514,386 to adjust the fair value of the common shares issued.
|
|
w)
|
On September 26, 2014, the Company issued 500,000 common shares for the conversion of a convertible note with a non-related party, as noted in Note 4(a), with a book value of $15,000. $15,015 was reclassified from derivative liabilities to additional paid-in capital on conversion
|
|
x)
|
On November 5, 2014, the Company received 3,111,428 common shares from the sale of Career Start Inc. and returned the shares to treasury, as noted in Note 1 and 3.
|
|
y)
|
On December 1, 2014, the Company issued 666,667 common shares for the conversion of a convertible note with a non-related party as noted in Note 4(a), with a book value of $10,000. $10,694 was reclassified from derivative liabilities to additional paid-in capital on conversion.
|
9. Commitments and Contingencies
|
a)
|
On February 16, 2015, the Company entered into a lease agreement for a six month term commencing on March 1, 2015. The Company will have three consecutive options to renew the lease for an additional six months each. Pursuant to the agreement the Company has agreed to pay monthly amounts of $1,092 plus applicable sales taxes and pay a deposit of $2,668 consisting of the first month's rent and a $1,500 security deposit.
|
On August 13, 2015, the Company entered into an amendment agreement to renew the lease agreement. Pursuant to the amendment, the expiry date is extended to February 28, 2016.
|
b)
|
On July 9, 2015, the Company entered into an advisory agreement for financial advisory services for a twelve month term commencing on the execution of the agreement. The Company is to compensate the advisor through the issuance of 2,000,003 common stock as follows:
|
|
·
|
500,000 shares upon execution of the agreement (issued)
|
|
·
|
166,667 shares on the first day of every month, starting on November 1, 2015 to July 1, 2016
|
F-16
EXCELSIS INVESTMENTS, INC.
Notes to the Financial Statements
9. Commitments and Contingencies (continued)
On October 23, 2015, the Company entered into an amendment for the agreement, whereby the Company is to issue 5,500,003 shares with a fair value of $44,550 to the consultant within five days of execution of the amended agreement. Upon issuing the shares, the parties acknowledge that all compensation requirements are fully satisfied.
|
c)
|
On December 22, 2015, the Company was served notice by an individual claiming that he had received electronic emails recommending the purchase of the Company's common stock. The plantiff claims that during the period of December 3, 2012 to December 7, 2012, he had received eighteen unsolicited electronic mails in regards to the purchase of the Company's common stock and is seeking damages of $1,000 for each electronic mail he has received, plus $1,700 in attorney fees for a total claim of $19,700. Per the plaintiff's claim, he has served notice to the Company since 2013. However, the Company asserts that they have not received any notices in regards to these claims until December of 2015. The plaintiff presented his case in court on February 19, 2016 and the court ruled in favor of the plaintiff for the full amount of $19,700. As at December 31, 2015, the Company accrued the expense as other loss and has included the liability in accounts payables and accrued liabilities.
|
| 10. | Income Taxes |
In general, under Section 382 of the Internal Revenue Code of 1986, as amended, a corporation that undergoes an "ownership change" is subject to limitations on its ability to utilize its pre-change net operating losses ("NOLs"), to offset future taxable income. In general, an ownership change occurs if the aggregate stock ownership of certain stockholders (generally 5% shareholders, applying certain look-through rules) increases by more than 50 percentage points over such stockholders' lowest percentage ownership during the testing period (generally three years). As at December 31, 2015, the Company has $972,913 of net operating losses carried forward to offset taxable income in future years which expire commencing in fiscal 2032. The income tax benefit differs from the amount computed by applying the US federal income tax rate of 34% to net loss before income taxes. As at December 31, 2015 and 2014, the Company had no uncertain tax positions.
|
2015
$
|
2014
$
|
|||||||
|
Net loss before taxes
|
(1,055,350
|
)
|
(821,944
|
)
|
||||
|
Statutory rate
|
34
|
%
|
34
|
%
|
||||
|
Income tax recovery at statutory rate
|
(358,819
|
)
|
(279,461
|
)
|
||||
|
Tax effect of:
|
||||||||
|
Permanent differences and other
|
309,029
|
118,712
|
||||||
|
Change in valuation allowance
|
49,790
|
160,749
|
||||||
|
Income tax provision
|
–
|
–
|
||||||
The significant components of deferred income tax assets and liabilities at December 31, 2015 and 2014 are as follows:
|
December 31,
2015
$
|
December 31,
2014
$
|
|||||||
|
Net operating loss carried forward
|
330,790
|
281,000
|
||||||
|
Valuation allowance
|
(330,790
|
)
|
(281,000
|
)
|
||||
|
Net deferred income tax asset
|
–
|
–
|
||||||
F-17
EXCELSIS INVESTMENTS, INC.
Notes to the Financial Statements
11. Subsequent Events
|
a)
|
On January 29, 2016, the Company entered into amendment to the lease agreement. Pursuant to the amendment, the expiry date of the agreement is extended to August 31, 2016, and the Company has agreed to pay monthly amounts of $1,135 plus applicable sales taxes.
|
|
b)
|
On February 2, 2016, the Company and three debt holders entered into a settlement agreement, where the Company agrees to pay $30,000 to the debt holders on or before the third day of each subsequent month until the entire balance is repaid by the Company.
|
|
c)
|
On February 1, 2016, the Company received notice that a third party was seeking compensation for damages as a result of false advertisements made by the Company in regards to the Company's stealth cards. The plaintiff is a manufacturer and distributor of radio frequency identification (RFID) chip protection cards which are in competition with the Company's stealth cards. The Company feels that the claim has no merit and has retained counsel in response to the claim.
|
|
d)
|
On February 19, 2016, a judgment was rendered against the Company for $19,700 in regards to the lawsuit entered with an unrelated party in regards to electronic emails marketing the Company's common stock. Refer to Note 9(c).
|
|
e)
|
On February 22, 2016, a suit was filed against the Company by a Floridian company specializing in strategic marketing programs alleging the breach of terms of a service agreement. The Company feels that the claim has no merit and has retained counsel in response to the claim.
|
F-18
None noted.
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 our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls") as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms due to material weaknesses in our internal controls described below.
Limitations on the Effectiveness of Controls
Our management, including our CEO and CFO, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within us have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
CEO and CFO Certifications
Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, we believe that, as of December 31, 2015, our internal control over financial reporting was not effective based on those criteria.
Management's assessment identified several material weaknesses in our internal control over financial reporting. These material weaknesses include the following:
|
-
|
Insufficient number of qualified accounting personnel governing the financial close and reporting process
|
|
-
|
Lack of independent directors
|
|
-
|
Lack of proper segregation of duties
|
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.
Changes in Internal Controls
There were no changes in our internal control over financial reporting during the year ended December 31, 2015, which have affected, or are reasonably likely to affect, our internal control over financial reporting.
None.
Officers and Directors
Our sole director will serve until his successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serves until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation committees.
The names, ages and positions of our present officers and director are set forth below:
|
Name and Address
|
Age
|
Position(s)
|
|
Brian McFadden
|
30
|
President, Principal Executive Officer and a Director
|
|
Michelle Pannoni
|
48
|
Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer and a Director
|
Background of officers and directors
Brian McFadden
Since November 29, 2012 Brian McFadden has been our president, principal executive officer and a member of our board of directors. Brian McFadden graduated from Hamilton College in 2007 where he studied both Economics and Sociology. Following graduation and through December 2008, Mr. McFadden worked for Rogers Associates Machine Tool Corp as the Director of Business Development where he designed and implemented sales plans for major companies and Government entities including NASA, Ball Aerospace, The Harris Corporation and others. In December 2008, Mr. McFadden founded Rail Nine Media, a full service web design and marketing house that has worked with clients ranging from MTV's Bam Margera to major financial service companies on all aspects of marketing. Mr. McFadden is responsible for the daily operation and maintenance of us and its clientele. In this role, Mr. McFadden has created and maintained Social Media Marketing Campaigns, SMS
Messaging campaigns, Print Media, Web Media and comprehensive multi-media campaigns. In April 2010, Mr. McFadden co-founded IRocNights, a single source hospitality resource for the Western New York Region. IRocNights expanded from Syracuse to Buffalo and gained major traction with over 100 clients in less than a year. While running IRocNights, Mr. McFadden assisted in the creation of a 25-member team that cultivated and maintained relationships with numerous local businesses, politicians and social groups. Mr. McFadden expanded his IRocNights customer base through the launch of Let's Stay Local in March 2011, a daily deal site specializing in Entertainment and targeting nightlife venue demographics. Capitalizing on the Groupon momentum, Let's Stay Local focused on daily deals for the targeted younger generations. While at Let's Stay Local, Mr. McFadden was responsible for building the consumer distribution list while ensuring that the proper Daily Deals had been acquired and scheduled. Mr. McFadden sold IRocNights and its partnering businesses in October of 2011. Mr. McFadden currently remains at Rail Nine Media, where he started working in 2008.
Michelle Pannoni
Since November 29, 2012, Michelle Pannoni has been our secretary, treasurer, principal financial officer, principal accounting officer, and a member of the board of directors. Ms. Pannoni attended Monroe Community College and Rochester Institute of Technology in Rochester, New York. Ms. Pannoni did not receive a degree from either institution. She subsequently began her professional career in Rochester New York, employing her accounting educational background, in various businesses. She expanded her career experience capitalizing on her marketing background and secured a marketing position in a hospitality enterprise with full accountability for all phases of marketing management, promotions and sales. Ms. Pannoni relocated to Florida for an opportunity as VP Marketing for a Marketing Group of various condominium tracts where she was responsible for the development, execution, and tracking of multiple web based marketing lead generation and sales programs. She continued to expand her business expertise, serving in the management, marketing, and accounting functions for various private and public venues, all with corporate objectives related to utilizing her skill set in the development and ongoing management of web based marketing services. In April of 2007, Ms. Pannoni launched her own unique retail business "Talk of the Town Accessories" which she developed, marketed, and brought to a profitable sale in September 2009. In October 2009 she became active as Florida Realtor specializing in the analysis, packaging, and web based marketing and sales of Commercial Real Estate venues including mixed use land sites, apartment and condominium conversion projects, marinas, and hospitality/hotel acquisition projects. In March of 2011, Ms. Pannoni launched her own web based marketing and design company – Trudico LLC, and simultaneously partnered with Brian McFadden, for the launch of Let's Stay Local, an Entertainment venue designed to leverage the Groupon Daily Deal phenomenon into a younger, recurring, local nightlife demographic. Ms. Pannoni and Mr. McFadden, subsequently launched the publicly traded entity today known as Excelsis Investments.
Conflicts of Interest
We believe that our current officers and directors will not be subject to conflicts of interest. No policy has been implemented or will be implemented to address conflicts of interest.
Audit Committee Financial Expert
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.
Involvement in Certain Legal Proceedings
During the past ten years, Mr. McFadden and Ms. Pannoni have not been the subject of the following events:
|
1.
|
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was 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.
|
Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
3.
|
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;
|
|
|
4.
|
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 in the preceding paragraph or to be associated with persons engaged in any such activity;
|
|
|
5.
|
Was found by a court of competent jurisdiction in a civil action or by the 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.
|
Was 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.
|
Was 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.
|
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), 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.
|
|
Audit Committee and Audit Committee Financial Expert
We do not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its board of directors. All current members of the board of directors lack sufficient financial expertise for overseeing financial reporting responsibilities. We have not yet employed an audit committee financial expert due to the inability to attract such a person.
We intend to establish an audit committee of the Board of Directors, which will consist of independent directors. The audit committee's duties will be to recommend to our board of directors the engagement of an independent registered public accounting firm to audit our financial statements and to review our accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in our opinion, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.
Code of Ethics
We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics was filed as Exhibit 14.1 our 2009 Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 1, 2010.
Disclosure Committee and Charter
We do not have a disclosure committee and disclosure committee charter. We plan to establish a Disclosure Committee and will operate under a charter. The purpose of a disclosure committee would be to provide assistance to the Principal Executive Officer and the Principal Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the copies of such forms received by us, or written representations that no other reports were required, and to the best of our knowledge, we believe that all of our officers, directors, and owners of 10% or more of our common stock filed all required Forms 3, 4, and 5 with the exception of Hubert Elrington and Peter Kramer who never filed any Forms 3, 4 or 5 and have no intention to do so.
The following table sets forth the compensation paid by us for the last two years ended December 31, 2015 and 2014, to our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named executive officers.
Summary Compensation Table
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|
Name and Principal
Position [1]
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension Value
& Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Totals
($)
|
|
Brian McFadden
|
2015
|
140,000
|
0
|
0
|
0
|
0
|
0
|
0
|
140,000
|
|
President
|
2014
|
130,000
|
0
|
0
|
0
|
0
|
0
|
0
|
130,000
|
|
Michelle Pannoni
|
2015
|
140,000
|
0
|
0
|
0
|
0
|
0
|
0
|
140,000
|
|
Secretary & Treasurer
|
2014
|
130,000
|
0
|
0
|
0
|
0
|
0
|
0
|
130,000
|
The following table sets forth the compensation paid by us to our directors for the year ending December 31, 2015. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named director.
Director Compensation Table
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
|
Name
|
Fees
Earned or
Paid in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in Pension
Value and
Nonqualified Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|
Brian McFadden
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Michelle Pannoni
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
All compensation received by our officers and directors has been disclosed.
We have not paid any compensation to our directors in 2015.
There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.
Director Independence
None of directors are deemed independent as a matter of law.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance at this time.
Indemnification
Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, 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 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 December 31, 2015, the beneficial ownership of the outstanding common stock and preferred stock: (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. Unless otherwise indicated, each of the stockholders named in the table below has sole voting and dispositive power with respect to such shares of common stock. As of December 31, 2015, there were 59,311,165 shares of common stock issued and outstanding.
|
Name and Address of
Beneficial Owner
|
Amount and
Nature of
Beneficial
Ownership of
Common Stock
|
Percentage of
Beneficial
Ownership of
Common Stock
|
Amount and
Nature of
Beneficial
Ownership of
Preferred Stock
|
Percentage of
Beneficial
Ownership of
Preferred Stock
|
|
|
Directors and Officers:
|
|
|
|
|
|
|
Brian McFadden(1) (3)
|
887,247
|
1.42%
|
500,000
|
50.00%
|
|
|
801 West Bay Drive, Suite 470
|
|||||
|
Largo, Florida 33770
|
|||||
|
Michelle Pannoni (2)(3)
|
4,053,802
|
6.49%
|
500,000
|
50.00%
|
|
|
801 West Bay Drive, Suite 470
|
|||||
|
Largo, Florida 33770
|
|||||
|
All executive officers and directors
as a group (2 people)
|
4,941,049
|
8.33%
|
1,000,000
|
100.00%
|
|
|
Jabro Funding (4)
|
18,675,785
|
31.49%
|
0
|
0.00%
|
|
One Cedar Lane
|
||||
|
Glen Cove, New York 11542
|
||||
|
Harmonious Enterprises Inc.
|
8,373,068
|
14.12%
|
0
|
0.00%
|
|
37 W. 47th Street, 201
|
||||
|
New York, NY 10036
|
||||
|
ARRG Corp (4)
|
5,830,671
|
9.83%
|
0
|
0.00%
|
|
16 Westwood Drive
|
||||
|
Huntington, NY 11743
|
|
(1)
|
Brian McFadden acquired 500,000 shares of common stock directly from us and 37,500,000 shares of common stock on November 27, 2012 in a private transaction from Hubert Elrington, a former officer and director.
|
|
(2)
|
Michelle Pannoni acquired 500,000 shares of common stock directly from us and 37,500,000 shares of common stock on November 27, 2012 in a private transaction from Hubert Elrington, a former officer and director.
|
|
(3)
|
1,000,000 shares of our capital stock is designated as Series A Preferred Stock. 500,000 shares are owney Brian McFadden our president, principal executive officer and a director and 500,000 shares are owned by Michelle Pannoni, our secretary, treasurer, principal financial officer and a director. Each share of Series A Preferred Stock has 1,000 votes. According the combined voting power of the Series A Preferred Stock is 1,000,000,000 votes. Our Series A Preferred Stock is not registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. Accordingly, Mr. McFadden and Ms. Pannoni have sufficient votes to out vote all of the common stock shareholders on any matter coming before our shareholders for a vote.
|
|
(4)
|
Consists of Common Stock that the reporting person has the right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of the note(s). See the issuer's filings with the Securities and Exchange Commission for additional information on the promissory note(s).
|
Future sales by existing stockholders
Rule 144 of the Securities Act of 1933, as amended, (the "Act") is available for the resale of our shares of common stock because we are no longer categorized as a "shell company" as that term is defined in Reg. 405 of the Act. A "shell company" is a corporation with no or nominal assets or its assets consist solely of cash, and no or nominal operations.
As at December 31, 2015, the Company was owed $5,000 (2014- $87,500) from a significant shareholder which is non-interest bearing, unsecured, and due on demand.
As at December 31, 2015, the Company owed $25,150 (2014 - $36,574) to the President of the Company, which is non-interest bearing, unsecured, and due on demand.
As at December 31, 2015, the Company owed $22,998 (2014 - $49,150) to the Chief Financial Officer of the Company, which is non-interest bearing, unsecured, and due on demand.
As at December 31, 2015, the Company recorded a liability for shares issuable of $831,233 (2014 - $513,101) relating to 29,166,082 common shares to be issued to a significant shareholder pursuant to the acquisition agreement for the intangible assets. During the year ended December 31, 2015, the Company recorded $318,132 (2014 – $514,386) as a loss in the fair value of the shares issuable to the significant shareholder
As at December 31, 2015, the Company owed $75,000 (2014 - $75,000) to a significant shareholder for a loan payable. The loan is unsecured, non-interest bearing, and due on July 25, 2017.
During the year ended December 31, 2015, the Company generated revenues of $837,100 (2014 - $641,890) from a significant shareholder.
During the year ended December 31, 2015, the Company incurred payroll expense of $267,495 (2014 - $285,493) to management and officers of the Company.
During the year ended December 31, 2015, the Company incurred engineering expense of $132,550 (2014 - $214,095) to company owned by the mother of the President of the Company, which was included in cost of goods sold. As at December 31, 2015, the Company owed $245,270 (2014 - $7,490) to the company owned by the mother of the President of the Company, which is non-interest bearing, unsecured, and due on demand. The amount owing has been recorded as accounts payable – related party.
In July, 2013, we issued 1,000,000 shares of our capital stock is designated as Series A Preferred Stock. 500,000 shares were issued to Brian McFadden our president, principal executive officer and a director and 500,000 shares were issued to Michelle Pannoni, our secretary, treasurer, principal financial officer and a director. Each share of Series A Preferred Stock has 1,000 votes. According the combined voting power of the Series A Preferred Stock is 1,000,000,000 votes. Our Series A Preferred Stock is not registered under the Securities Exchange Act of 1934, as amended. Accordingly, Mr. McFadden and Ms. Pannoni have sufficient votes to out vote all of the common stock shareholders on any matter coming before our shareholders for a vote. The preferred shares were issued in consideration of services valued at $192,583.
In conjunction with our acquisition of Career Start, Inc., a Florida corporation, we issued 6,600,000 restricted shares of our common stock to Danielle Pannoni, the sister of Michelle Pannoni, our treasurer, principal financial officer, principal accounting officer, and a member of our board of directors. Danielle Pannoni received said 6,600,000 shares of our common stock in exchange for her 140,000 shares of Career Start, Inc. common stock.
Other than the foregoing, none of our directors or executive officers, nor any person who owned of record or was known to own beneficially more than 5% of our outstanding shares of common stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect us.
(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-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
|
2015
|
$ |
MaloneBailey, LLP
|
|||
|
2014
|
$
|
16,000
|
MaloneBailey, LLP
|
(2) Audit-Related Fees
The aggregate fees 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:
|
2015
|
$
|
0
|
MaloneBailey, LLP
|
||
|
2014
|
$
|
0
|
MaloneBailey, LLP
|
(3) Tax Fees
The aggregate fees 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 was:
|
2015
|
$
|
0
|
MaloneBailey, LLP
|
||
|
2014
|
$
|
0
|
MaloneBailey, LLP
|
(4) All Other Fees
The aggregate fees 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) was:
|
2015
|
$
|
0
|
MaloneBailey, LLP
|
||
|
2014
|
$
|
0
|
MaloneBailey, LLP
|
(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) The percentage of hours 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, permanent employees was 0%.
PART IV
|
Exhibit
|
|
Incorporated by reference
|
Filed
|
||
|
Number
|
Document Description
|
Form
|
Date
|
Number
|
Herewith
|
|
2.1
|
Exchange Agreement between Pub Crawl Holdings, Inc. and Mobile
Dynamic Marketing, Inc.
|
8-K
|
1/31/13
|
2.1
|
|
|
2.2
|
Exchange Agreement between Pub Crawl Holdings, Inc. and
Career Start, Inc.
|
10-Q
|
11/19/13
|
2.2
|
|
|
3.1
|
Articles of Incorporation - Pub Crawl.
|
S-1
|
10/07/10
|
3.1
|
|
|
3.2
|
Articles of Incorporation - Mobile Dynamic Marketing, Inc.
|
10-K/A
|
4/16/13
|
3.2
|
|
|
3.3
|
Articles of Incorporation – Career Start, Inc.
|
10-K
|
04/15/14
|
3.3
|
|
|
3.4
|
Bylaws - Pub Crawl Holdings, Inc.
|
S-1
|
10/07/10
|
3.2
|
|
|
3.5
|
Bylaws - Mobile Dynamic Marketing, Inc.
|
S-1
|
6/14/13
|
3.4
|
|
|
3.6
|
Bylaws – Career Start, Inc.
|
10-K
|
04/15/14
|
3.6
|
|
|
3.7
|
Amended Articles of Incorporation – March 26, 2013.
|
10-K
|
04/15/14
|
3.7
|
|
|
3.8
|
Amended Articles of Incorporation – October 24, 2013.
|
10-K
|
04/15/14
|
3.8
|
|
|
10.1
|
Assignment Agreement between the Company, Peter Kremer, and
PBPubCrawl.com, LLC dated June 14, 2010.
|
S-1
|
10/07/10
|
10.1
|
|
|
10.2
|
Form of Management Agreement between the Company and
Peter Kremer dated June 22, 2010.
|
S-1
|
10/07/10
|
10.2
|
|
|
10.3
|
Promissory Note between the Company and Sun Valley Investments
dated August 5, 2010.
|
S-1
|
10/07/10
|
10.3
|
|
|
10.4
|
Consulting Agreement between the Company and Voltaire Gomez
dated September 23, 2010.
|
S-1
|
10/07/10
|
10.4
|
|
|
10.5
|
Settlement Agreement between the Company and Sun Valley
Investments dated May 25, 2012.
|
8-K
|
08/11/12
|
10.1
|
|
|
10.6
|
Promissory Note between the Company and Deville Enterprises, Inc.
dated June 1, 2012.
|
8-K
|
08/11/12
|
10.2
|
|
|
10.7
|
Debt Forgiveness Agreement with Hermaytar SA.
|
10-K/A-2
|
07/21/14
|
10.7
|
|
|
14.1
|
Code of Ethics.
|
S-1
|
10/07/10
|
14.1
|
|
|
21.1
|
List of Subsidiaries.
|
S-1
|
10/07/10
|
21.1
|
|
|
Certification of Principal Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
|
X
|
||||
|
Certification of Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
|
X
|
||||
|
Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
|
X
|
||||
|
Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
|
X
|
||||
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 14th day of April, 2016.
|
EXCELSIS INVESTMENTS INC.
|
||
|
BY:
|
BRIAN McFADDEN
|
|
|
Brian McFadden
|
||
|
Principal Executive Officer and Director
|
||
|
BY:
|
MICHELLE PANNONI
|
|
|
Michelle Pannoni
|
||
|
Principal Financial Officer, Principal Accounting
Officer and Treasurer
|
||
Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Signature
|
Title
|
Date
|
|
BRIAN McFADDEN
|
President, Principal Executive Officer, and a member of
|
April 14, 2016
|
|
Brian McFadden
|
the Board of Directors.
|
|
|
MICHELLE PANNONI
|
Secretary, Treasurer, Principal Financial Officer,
|
April 14, 2016
|
|
Michelle Pannoni
|
Principal Accounting Officer and a member of the Board of Directors
|
|
Exhibit
|
|
Incorporated by reference
|
Filed
|
||
|
Number
|
Document Description
|
Form
|
Date
|
Number
|
Herewith
|
|
2.1
|
Exchange Agreement between Pub Crawl Holdings, Inc. and
Mobile Dynamic Marketing, Inc.
|
8-K
|
1/31/13
|
2.1
|
|
|
2.2
|
Exchange Agreement between Pub Crawl Holdings, Inc. and
Career Start, Inc.
|
10-Q
|
11/19/13
|
2.2
|
|
|
3.1
|
Articles of Incorporation - Pub Crawl.
|
S-1
|
10/07/10
|
3.1
|
|
|
3.2
|
Articles of Incorporation - Mobile Dynamic Marketing, Inc.
|
10-K/A
|
4/16/13
|
3.2
|
|
|
3.3
|
Articles of Incorporation – Career Start, Inc.
|
10-K
|
04/15/14
|
3.3
|
|
|
3.4
|
Bylaws - Pub Crawl Holdings, Inc.
|
S-1
|
10/07/10
|
3.2
|
|
|
3.5
|
Bylaws - Mobile Dynamic Marketing, Inc.
|
S-1
|
6/14/13
|
3.4
|
|
|
3.6
|
Bylaws – Career Start, Inc.
|
10-K
|
04/15/14
|
3.6
|
|
|
3.7
|
Amended Articles of Incorporation – March 26, 2013.
|
10-K
|
04/15/14
|
3.7
|
|
|
3.8
|
Amended Articles of Incorporation – October 24, 2013.
|
10-K
|
04/15/14
|
3.8
|
|
|
10.1
|
Assignment Agreement between the Company, Peter Kremer, and
PBPubCrawl.com, LLC dated June 14, 2010.
|
S-1
|
10/07/10
|
10.1
|
|
|
10.2
|
Form of Management Agreement between the Company and Peter
Kremer dated June 22, 2010.
|
S-1
|
10/07/10
|
10.2
|
|
|
10.3
|
Promissory Note between the Company and Sun Valley Investments
dated August 5, 2010.
|
S-1
|
10/07/10
|
10.3
|
|
|
10.4
|
Consulting Agreement between the Company and Voltaire Gomez
dated September 23, 2010.
|
S-1
|
10/07/10
|
10.4
|
|
|
10.5
|
Settlement Agreement between the Company and Sun Valley
Investments dated May 25, 2012.
|
8-K
|
08/11/12
|
10.1
|
|
|
10.6
|
Promissory Note between the Company and Deville Enterprises, Inc.
dated June 1, 2012.
|
8-K
|
08/11/12
|
10.2
|
|
|
10.7
|
Debt Forgiveness Agreement with Hermaytar SA.
|
10-K/A-2
|
07/21/14
|
10.7
|
|
|
14.1
|
Code of Ethics.
|
S-1
|
10/07/10
|
14.1
|
|
|
21.1
|
List of Subsidiaries.
|
S-1
|
10/07/10
|
21.1
|
|
|
Certification of Principal Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
|
X
|
||||
|
Certification of Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
|
X
|
||||
|
Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
|
X
|
||||
|
Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
|
X
|
||||
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
-43-