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, 2016
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Commission file number 000-54635
STEALTH TECHNOLOGIES, 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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Accelerated Filer
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Non-accelerated Filer (Do not check if a smaller reporting company)
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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, 2016: $1,838,865.
As of April 12, 2017, 96,593,278 shares of the registrant's common stock were outstanding.
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Business.
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Risk Factors.
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Unresolved Staff Comments.
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Properties.
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Legal Proceedings.
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Mine Safety Disclosures.
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Market Price for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of
Equity Securities.
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Selected Financial Data.
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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Quantitative and Qualitative Disclosures About Market Risk.
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Financial Statements and Supplementary Data.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
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Controls and Procedures.
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Other Information.
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Directors, Executive Officers and Corporate Governance.
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Executive Compensation.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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Certain Relationships and Related Transactions, and Director Independence.
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Principal Accounting Fees and Services.
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Exhibits and Financial Statement Schedules.
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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 security and personal 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.
Our first consumer product in this category, the Stealth Card, is 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, Stealth Card Inc has focused on building an array of technology around protecting the consumer's data from current and future potentially compromising events.
Subsequent to the launch of Stealth Card, we have brought to market the 911 Help Now, a comprehensive emergency alert system designed to accompany a consumer's lifestyle everywhere they go while providing 24/7 emergency response 2-way voice communication activated by a "one touch" emergency button, packaged in a splash resistant, compact encasement, and powered by the convenience of AAA batteries. The emergency alert system can be used while performing any range of indoor or outdoor activities and by capitalizing on proprietary technology we are able to offer the 911 Help Now product for no recurring monthly charge.
Following the success of the 911 Help Now product we have launched 911 Help Now 2.0. This second generation product has additional enhancements to include waterproofing, GPS technology as well as running on a 3G network. These additional benefits directly address the customer requests that we received during the sales process of the first product, now allowing us to provide the end user a range of features as well as two competitive price points.
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.
The Personal Emergency Response marketplace is a large and fragmented market which has many competitors with larger financial resources than us. Our differentiating factor in this space is our no monthly fee sales model. As such, we intend on making our presence known through establishing marketing and advertising campaigns leveraged off our earlier product sales.
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 direct-to-consumer marketing and sales relationships. 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.
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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 strategic relationships we have developed with highly visible multimedia sales entities. In order to continue this sales strategy, we must continually develop new 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 products 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 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, 2016, accrued interest of $27,461 (2015 - $36,416) 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 in interest expense for the additional amount payable due to defaulting on the loan. On February 2, 2016, the Company entered into a settlement agreement whereby the Company would pay $20,000 on or before the third day of each subsequent month until the entire balance is repaid. The Company recognized a gain in forgiveness of debt for $140,650 (2015 - $nil) for principal and interest forgiven pursuant to the settlement agreement. During the year ended December 31, 2016, the Company had amortized $nil (2015 - $88,357) of the debt discount to interest expense. During the year ended December 31, 2016, the Company repaid $180,000 (2015 - $nil) of the outstanding loan pursuant to a settlement agreement. As December 31, 2016, the carrying value of the debenture was $70,000 (2015 - $375,000) and the fair value of the derivative liability was $1,830 (2015 - $304,860).
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, 2016, accrued interest of $nil (2015 - $10,267) 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 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. On February 2, 2016, the Company entered into a settlement agreement whereby the Company would pay $5,000 on or before the third day of each subsequent month until the entire balance is repaid. The Company recognized a gain in forgiveness of debt for $16,820 (2015 - $nil) for principal and interest forgiven pursuant to the settlement agreement. During the year ended December 31, 2016, the Company had amortized $nil (2015 - $46,652) of the debt discount to interest expense. During the year ended December 31, 2016, the Company repaid $32,514 (2015 - $nil) of the outstanding loan pursuant to a settlement agreement. As at December 31, 2016, the carrying value of the debenture was $nil (2015 - $38,258) and the fair value of the derivative liability was $nil (2015 - $65,853). During the year ended December 31, 2016, the Company amortized $nil (2015 - $285) in financing costs.
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, 2016, accrued interest of $2,613 (2015 - $13,854) 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 in interest expense for the additional amount payable due to defaulting on the loan. On February 2, 2016, the Company entered into a settlement agreement whereby the Company would pay $5,000 on or before the third day of each subsequent month until the entire balance is repaid. The Company recognized a gain in forgiveness of debt for $30,202 (2015 - $nil) for principal and interest forgiven pursuant to the settlement agreement. During the year ended December 31, 2016, the Company had amortized $nil (2015 - $47,044) of the debt discount to interest expense. During the year ended December 31, 2016, the Company repaid $57,486 (2015 - $nil) of the outstanding loan pursuant to a settlement agreement. As at December 31, 2016, the carrying value of the debenture was $nil (2015 - $75,000) and the fair value of the derivative liability was $114 (2015 - $120,536). During the year ended December 31, 2016, the Company amortized $nil (2015 - $288) in financing costs.
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.
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LEGAL PROCEEDINGS.
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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 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.
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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Our stock is listed for trading on the Bulletin Board operated the Financial Industry Regulatory Authority (FINRA) on OTCBB under the symbol "STTH". 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 – 2016
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High Bid
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Low Bid
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Fourth Quarter: 10/01/16 to 12/31/16
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0.03
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0.02
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Third Quarter: 07/01/16 to 09/30/16
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0.05
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0.02
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Second Quarter: 04/01/16 to 06/30/16
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0.03
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0.02
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First Quarter: 01/01/16 to 03/31/16
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0.04
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0.02
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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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Holders
On April 12, 2017, we had 23 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 Form 10-K does not contain Financial Statements or Management's Discussion and Analysis of Our Financial Condition and Results of Operations because we have not completed the preparation of our financial statements for the year ended December 31, 2016. We will amend this Form 10-K as soon as we have prepared the required financial statements and the same have been audited by our auditors as required by Item 8.02 of Reg. S-X.
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 Form 10-K does not contain Financial Statements or Management's Discussion and Analysis of Our Financial Condition and Results of Operations because we have not completed the preparation of our financial statements for the year ended December 31, 2016. We will amend this Form 10-K as soon as we have prepared the required financial statements and the same have been audited by our auditors as required by Item 8.02 of Reg. S-X.
There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. MaloneBailey, LLP has audited our financial statements for the years ended December 31, 2016 and 2015.
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, 2016. 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, 2016, 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:
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Insufficient number of qualified accounting personnel governing the financial close and reporting process
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Lack of independent directors
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Lack of proper segregation of duties
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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, 2016, which have affected, or are reasonably likely to affect, our internal control over financial reporting.
None.
Officers and Directors
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:
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Name and Address
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Age
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Position(s)
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Brian McFadden
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31
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President, Principal Executive Officer and a Director
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Michelle Pannoni
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49
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Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer and a Director
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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 sits on the Board of Islet Sciences Inc.
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 Stealth Technologies.
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 on our Form S-1 Registration Statement as filed with the Securities and Exchange Commission on October 7, 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, 2016 and 2015, 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
($)
|
|
Brian McFadden
|
2016
|
273,340
|
97,397
|
381,830
|
0
|
0
|
0
|
0
|
752,567
|
|
President
|
2015
|
140,000
|
0
|
0
|
0
|
0
|
0
|
0
|
140,000
|
|
Michelle Pannoni
|
2016
|
273,340
|
97,397
|
290,000
|
0
|
0
|
0
|
0
|
660,737
|
|
Secretary & Treasurer
|
2015
|
140,000
|
0
|
0
|
0
|
0
|
0
|
0
|
140,000
|
The following table sets forth the compensation paid by us to our directors for the year ending December 31, 2016. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named director.
Director Compensation Table
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
|
Name
|
Fees
Earned or
Paid in
Cash
($)
|
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 2016.
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, 2016, 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, 2016, there were 96,593,278 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)
|
14,053,802
|
14.55%
|
500,000
|
50.00%
|
|
801 West Bay Drive, Suite 470
|
||||
|
Largo, Florida 33770
|
||||
|
Michelle Pannoni (1)
|
14,053,802
|
14.55%
|
500,000
|
50.00%
|
|
801 West Bay Drive, Suite 470
|
||||
|
Largo, Florida 33770
|
||||
|
All executive officers and directors
as a group (2 people)
|
28,107,604
|
29.10%
|
1,000,000
|
100.00%
|
|
May 2013 Trust
|
5,582,046
|
5.78%
|
0
|
0.00%
|
|
1347 Pond Lane
|
||||
|
Hewlet Harbor, NY 11557
|
|
(1)
|
1,000,000 shares of our capital stock is designated as Series A Preferred Stock. 500,000 shares are owned by 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.
|
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, 2016, the Company was owed $59,926 (2015 - $5,000) from a significant shareholder which is non-interest bearing, unsecured, and due on demand.
As at December 31, 2016, the Company owed $75,964 (2015 - $25,150) to the President of the Company, which is non-interest bearing, unsecured, and due on demand.
As at December 31, 2016, the Company owed $87,834 (2015 - $22,998) to the Chief Financial Officer of the Company, which is non-interest bearing, unsecured, and due on demand.
As at December 31, 2016, the Company recorded a liability for shares issuable of $843,616 (2015 - $831,233) relating to 34,574,439 common shares to be issued to a significant shareholder pursuant to the acquisition agreement for the intangible assets. During the year ended December 31, 2016, the Company recorded a $12,383 (2015 – $318,132) loss in the fair value of the shares issuable to the significant shareholder.
As at December 31, 2016, the Company owed $nil (2015 - $75,000) to a significant shareholder for a loan payable.
During the year ended December 31, 2016, the Company generated revenues of $461,315 (2015 - $837,100) from a significant shareholder.
During the year ended December 31, 2016, the Company incurred payroll expense of $546,680 (2015 - $267,495) to management and officers of the Company.
During the year ended December 31, 2016, the Company incurred bonuses on sales of stealth cards of $194,793 (2015 - $nil) to management and officers of the Company which has been included in cost of sales. Bonuses accrue on total gross sales at a rate of 5% each to the Chief Executive Officer and the Chief Financial Officer of the Company.
During the year ended December 31, 2016, the Company issued 23,166,555 (2015 – nil) common shares with a fair value of $671,831 (2015 - $nil) to management and officers of the Company which has been included in consulting expenses.
During the year ended December 31, 2016, the Company incurred engineering expense of $7,025 (2015 - $132,550), which was included in cost of goods sold, and research and development costs of $96,877 (2015 - $nil) to a company owned by the mother of the President of the Company. As at December 31, 2016, the Company owed $9,587 (2015 - $245,270) 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 March 2016, we issued 13,166,555 shares of common stock to Brian McFadden in consideration of bonus compensation. Brian McFadden is the brother-in-law of Michelle Pannoni, our secretary and treasurer.
In March 2016, we issued 10,000,000 shares of common stock to Michelle Pannoni in consideration of bonus compensation. Michelle Pannoni is the sister-in-law of Brian McFadden, our president.
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:
|
2016
|
$
|
50,000 |
MaloneBailey, LLP
|
|
2015
|
$
|
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:
|
2016
|
$
|
0
|
MaloneBailey, LLP
|
|
2015
|
$
|
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:
|
2016
|
$
|
0
|
MaloneBailey, LLP
|
|
2015
|
$
|
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:
|
2016
|
$
|
0
|
MaloneBailey, LLP
|
|
2015
|
$
|
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) |
PART IV
|
Exhibit
|
|
Incorporated by reference
|
Filed
|
||
|
Number
|
Document Description
|
Form
|
Date
|
Number
|
Herewith
|
|
Exchange Agreement between Pub Crawl Holdings, Inc. and Mobile
Dynamic Marketing, Inc.
|
8-K
|
01/31/13
|
2.1
|
||
|
Exchange Agreement between Pub Crawl Holdings, Inc. and Career
Start, Inc.
|
10-Q
|
11/19/13
|
2.2
|
||
|
Articles of Incorporation - Pub Crawl.
|
S-1
|
10/07/10
|
3.1
|
||
|
Articles of Incorporation - Mobile Dynamic Marketing, Inc.
|
10-K/A
|
04/16/13
|
3.2
|
||
|
Articles of Incorporation – Career Start, Inc.
|
10-K
|
04/15/14
|
3.3
|
||
|
Bylaws - Pub Crawl Holdings, Inc.
|
S-1
|
10/07/10
|
3.2
|
||
|
Bylaws - Mobile Dynamic Marketing, Inc.
|
S-1
|
06/14/13
|
3.4
|
||
|
Bylaws – Career Start, Inc.
|
10-K
|
04/15/14
|
3.6
|
||
|
Amended Articles of Incorporation – March 26, 2013.
|
10-K
|
04/15/14
|
3.7
|
||
|
Amended Articles of Incorporation – October 24, 2013.
|
10-K
|
04/15/14
|
3.8
|
||
|
Amended Articles of Incorporation – May 26, 2016.
|
8-K
|
06/02/16
|
3.1
|
||
|
Correction to Amended Articles of Incorporation – June 2, 2016.
|
8-K
|
06/02/16
|
3.2
|
||
|
Promissory Note between the Company and Deville Enterprises, Inc.
dated June 1, 2012.
|
8-K
|
08/11/12
|
10.2
|
||
|
Debt Forgiveness Agreement with Hermaytar SA.
|
10-K/A-2
|
07/21/14
|
10.7
|
||
|
Consulting Agreement with Still Goin Inc. dated March 17, 2016.
|
10-Q
|
08/22/16
|
10.1
|
||
|
Consulting Agreement with Type A Partners Inc. dated March 17, 2016.
|
10-Q
|
08/22/16
|
10.2
|
||
|
Code of Ethics.
|
S-1
|
10/07/10
|
14.1
|
||
|
List of Subsidiaries.
|
10-K
|
04/15/14
|
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.
|
|
|||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
|
|||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
|
|||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
|
|||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
|
|||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
|
|||
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 this17th day of April, 2017.
|
STEALTH TECHNOLOGIES, INC.
|
||
|
(the "Registrant")
|
||
|
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
|
Member of the Board of Directors
|
April 17, 2017
|
|
Brian McFadden
|
||
|
MICHELLE PANNONI
|
Member of the Board of Directors
|
April 17, 2017
|
|
Michelle Pannoni
|
|
Exhibit
|
|
Incorporated by reference
|
Filed
|
||
|
Number
|
Document Description
|
Form
|
Date
|
Number
|
Herewith
|
|
Exchange Agreement between Pub Crawl Holdings, Inc. and Mobile
Dynamic Marketing, Inc.
|
8-K
|
01/31/13
|
2.1
|
||
|
Exchange Agreement between Pub Crawl Holdings, Inc. and Career
Start, Inc.
|
10-Q
|
11/19/13
|
2.2
|
||
|
Articles of Incorporation - Pub Crawl.
|
S-1
|
10/07/10
|
3.1
|
||
|
Articles of Incorporation - Mobile Dynamic Marketing, Inc.
|
10-K/A
|
04/16/13
|
3.2
|
||
|
Articles of Incorporation – Career Start, Inc.
|
10-K
|
04/15/14
|
3.3
|
||
|
Bylaws - Pub Crawl Holdings, Inc.
|
S-1
|
10/07/10
|
3.2
|
||
|
Bylaws - Mobile Dynamic Marketing, Inc.
|
S-1
|
06/14/13
|
3.4
|
||
|
Bylaws – Career Start, Inc.
|
10-K
|
04/15/14
|
3.6
|
||
|
Amended Articles of Incorporation – March 26, 2013.
|
10-K
|
04/15/14
|
3.7
|
||
|
Amended Articles of Incorporation – October 24, 2013.
|
10-K
|
04/15/14
|
3.8
|
||
|
Amended Articles of Incorporation – May 26, 2016.
|
8-K
|
06/02/16
|
3.1
|
||
|
Correction to Amended Articles of Incorporation – June 2, 2016.
|
8-K
|
06/02/16
|
3.2
|
||
|
Promissory Note between the Company and Deville Enterprises, Inc.
dated June 1, 2012.
|
8-K
|
08/11/12
|
10.2
|
||
|
Debt Forgiveness Agreement with Hermaytar SA.
|
10-K/A-2
|
07/21/14
|
10.7
|
||
|
Consulting Agreement with Still Goin Inc. dated March 17, 2016.
|
10-Q
|
08/22/16
|
10.1
|
||
|
Consulting Agreement with Type A Partners Inc. dated March 17, 2016.
|
10-Q
|
08/22/16
|
10.2
|
||
|
Code of Ethics.
|
S-1
|
10/07/10
|
14.1
|
||
|
List of Subsidiaries.
|
10-K
|
04/15/14
|
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.
|
|
|||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
|
|||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
|
|||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
|
|||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
|
|||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
|
|||
-19-