Attached files
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| EX-32.2 - JOEY NEW YORK, INC. | ex32_2.htm |
| EX-32.1 - JOEY NEW YORK, INC. | ex32_1.htm |
| EX-31.2 - JOEY NEW YORK, INC. | ex31_2.htm |
| EX-31.1 - JOEY NEW YORK, INC. | ex31_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Amendment No. 1)
(Mark One)
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2017
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to ____________
Commission file number: 333-180954
Joey New York Inc.
(Exact name of small business issuer as specified in its charter)
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Nevada
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68-0682410
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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Trump Tower I, 16001 Collins Ave. #3202,
Sunny Isles Beach, FL 33160
(Address of principal executive offices)
(305) 948-9998
(Registrants telephone number, including area code)
_____________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ☐ 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 ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company", and "emerging growth 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 ☐
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Smaller reporting company ☒
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(Do not check if smaller reporting company)
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
The number of shares outstanding of each of the issuer's classes of common equity as of May 31, 2017 was 28,370,352 shares of common stock.
NOTE THAT THIS AMENDMENT NO. 1 TO THE FORM 10-Q IS BEING FILED SOLELY TO SUPPLEMENT AND AMENDMENT NOTE 8 TO THE FINANCIAL STATEMENTS CONTAINED HEREIN.
Note 8 to the Notes to the Financial Statements is hereby amended to supplement as follows:
NOTE 8 – CONVERTIBLE DEBT
Convertible notes payable as of May 31, 2017 and February 28, 2017 consists of the following:
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Description
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5/31/2017
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2/28/2017
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Peak One Opportunity Fund matures January 11, 2020 bears interest at 0% coupon, default rate 18%, convertible at $1.35 prior 180 days and lesser of $1.35 or 65% of the second lowest closing price prior 20 Days trading days. The Company is in default of this agreement.
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$
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85,000
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$ |
-
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EMA Financial. LLC matures February 2, 2018 bears interest at 0% coupon rate, default rate 24%, convertible at the lower of closing price prior closing date and 65% of the average lowest two sales price during 20days prior closing date or the closing bid price whichever is lower. The Company is in default of this agreement.
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90,000
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-
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Salamon Brothers LLC matures June 27, 2017 bears interest at 12%, convertible at market closing bid discount of 50% if converting at less than 5 days of average trading volume, 60% if converting at more than 5 days of the average trading volume and 65% if converting at more than 10 days of the average trading volume
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52,500
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-
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Auctus Fund matures November 2, 2017 bears interest at 0% coupon rate, default rate 24%, convertible at the lesser of 65% multiple average of two lowest trading price prior the note issued date or variable conversion price 65% multiple the average two lowest trading price during 20 days prior to the conversion date. The Company is in default of this agreement.
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90,000
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-
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JSJ matures on January 24, 2018 bears interest at 12% coupon rate, default rate 18%, convertible at 65% multiple average 2 lowest trading prices during previous 20 days prior conversion (after 180 days). The Company is in default of this agreement.
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75,000
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-
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EMA Financial matures on May 3, 2018 bears interest at 0% coupon rate, default rate 24%, convertible at the lower of the current market price and 65% of Average of 2 lowest sales price for 20 days prior to conversion. The Company is in default of this agreement.
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159,000
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-
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Tangiers Global matures on January 24, 2018 bears interest at 10% coupon rate, default rate 20%, convertible at $ 1 per share. The Company is in default of this agreement.
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137,500
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-
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Tangiers Global matures on January 24, 2018 bears interest at 10% coupon rate, default rate 20%, convertible at $ 1 per share. The Company is in default of this agreement.
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50,000
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-
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Auctus Fund matures February 5, 2018 bears interest at 0% coupon rate, default rate 24%, convertible at the lesser of 65% multiple average of two lowest trading price prior the note issued date or variable conversion price 65% multiple the average two lowest trading price during 20 days prior to the conversion date. The Company is in default of this agreement.
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151,600
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-
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Power Up Lending Group Ltd matures April 30, 2018 bearing interest at 12% convertible at 65% of the lowest trading price during the previous 15 trading days
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$
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63,000
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$ |
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- 2 -
Item 6. EXHIBITS
Exhibits:
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Number
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Description
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- 3 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment no. 1 to the report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Joey New York, Inc.
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Date: November 1, 2017
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By:
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/s/ Joey Chancis
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Joey Chancis, CEO
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Principal Executive Officer
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Date: November 1, 2017
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By:
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/s/ Richard Roer
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Richard Roer, President
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Principal Financial Officer
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- 4 -