Item 1. Description of Business
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
GENERAL
On November 12, 2015, we changed our name to Vibe Wireless Corp in connection with merging with our wholly-owned subsidiary and adopted a business plan to pursue business opportunities in the global telecommunications industry. This name change and our ticker symbol change was acknowledged by FINRA and effected in the market on November 23, 2015. We are presently in the process of exploring business opportunities.
AnyTranslation Corp. (the “Company”) was originally incorporated under the laws of the State of Nevada on July 5, 2012. We were founded to be in the business of translation and interpretation. The Company undertook translation and interpretation projects for various fields from business, economics, to science issues. All operating projects were customer tailored with freelancers that operated in their mother-tongue. We are presently in the process of exploring other business opportunities.
Employees
We have no employees as of the date of this annual report, other than our sole officer and director. If our officer and director should resign or die, we will not have a chief executive officer. This could result in our operations suspending until we find another CEO or our investors might lose their money. Since we do not possess a personal life insurance on our existing CEO and we do not have a contract for his services, the investors will have a great chance of losing their investment in the event of us losing our CEO.
Target Market
The global telecommunications industry exceeds US$1 trillion in annual revenues. The industry is comprised of very large privately-owned and government-owned service providers as well as small to medium-sized market entrants. In some markets and for some services it is a highly regulated industry with wireless spectrum and other services subject to government approval for issuance of licenses, concessions and permits to operate. In some cases, regulatory approvals and capital expenditures to introduce new products and services may be a significant barrier to entry. Some telecommunications services and related service and product offerings are unregulated and/or do not require significant investment in equipment, and thus offer new entrants a market entry opportunity. The Company will seek to identify business opportunities to either develop and market products and services, enter into strategic alliances and relationships, or acquire existing companies or assets in selected markets.
In addition to growth in the use of wireline and wireless transport for voice and data transmissions, technologies such as smartphones and uses and applications such as video streaming, social media, online shopping, and online financial services are increasing worldwide demand for access to the internet by individuals, enterprises, governments, and other organizations. The Company expects this demand to grow into the near future.
Our Competition
The global telecommunications market is highly competitive. There are many domestic and international companies who provide telecommunications services and related services. We expect competition to continue to intensify in the future. Competitors include companies with substantial customer bases and working history. There can be no assurance that we can maintain a competitive position against current or future competitors, particularly those with greater financial, marketing, service, support, technical and other resources. Our failure to maintain a competitive position within the market could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that we will be able to compete successfully against current and future competitors, and competitive pressures faced by us may have a material adverse effect on our business, financial condition and results of operations.
Item 1A.
Item 1A. Risk Factors
Not applicable to smaller reporting companies, such as our company.
Item 2.
Item 2. Description of Property
We do not own any real estate or other properties.
Item 3.
Item 3. Legal Proceedings
We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.
Item 4.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5.
Item 5. Market for Common Equity and Related Stockholder Matters
Market Information
There is a limited public market for our common shares. Our common shares are not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.
OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
As of January 31, 2016, no shares of our common stock have traded.
Number of Holders
As of January 31, 2016, the 6,079,000 issued and outstanding shares of common stock were held by a total of 28 shareholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal years ended January 31, 2016 and 2015. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.
Recent Sales of Unregistered Securities
None.
Purchase of our Equity Securities by the Company and any of our Officers and Directors
None.
Other Stockholder Matters
None.
Item 6.
Item 6. Selected Financial Data
Not applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of operations
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
YEAR ENDED JANUARY 31, 2016 COMPARED TO YEAR ENDED JANUARY 31, 2015.
During the year ended January 31, 2016, we incurred general expenses of $37,560 compared to $31,154 in general expenses incurred during the year ended January 31, 2015. The increase in general expenses is primarily due to increase in professional fees during the year ended January 31, 2016.
Our net loss for the years ended January 31, 2016 was $37,560 compared to a net loss of $31,154 for the year ended January 31, 2015. During the years ended January 31, 2016 and 2015, we generated revenues of $0 and $0.
LIQUIDITY AND CAPITAL RESOURCES
FISCAL YEARS ENDED JANUARY 31, 2016 AND 2015
As of January 31, 2016, our total assets were $ 0 and our total liabilities were $37,035 comprised of advances from a related party and accounts payable.
As of January 31, 2015, our total assets were $175 comprised of cash and cash equivalents and our total liabilities were $16,998 comprised of advances from a related party.
Stockholders’ deficit increased from a deficit of $16,823 as of January 31, 2015 to $37,035 as of January 31, 2016.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the year ended January 31, 2016, net cash flows used in operating activities were $35,289. For the year ended January 31, 2015, net cash flows used in operating activities was $31,154.
Cash Flows from Financing Activities
We have financed our operations primarily from either advances and loans from related parties or the issuance of equity instruments. For the fiscal year ended January 31, 2016, net cash from financing activities was $35,114 consisting entirely of advances and loans from a former sole director and from a related party. For the fiscal year ended January 31, 2015, net cash from financing activities was $11,320 consisting of $11,320 proceeds in advances from our sole director.
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 8.
Item 8. Financial Statements and Supplementary Data
VIBE WIRELESS CORP.
JANUARY 31, 2016
* Report of Independent Registered Public Accounting Firm
* Balance Sheets as of January 31, 2016 and 2015
* Statements of Operations for the years ended January 31, 2016 and 2015
* Statements of Stockholders’ Equity (Deficit) as of January 31, 2016 and 2015
* Statements of Cash Flows for the years ended January 31, 2016 and 2015
* Notes to the Financial Statements
15 - 17
LBB & ASSOCIATES LTD., LLP
10260 Westheimer Road, Suite 310
Houston, TX 77042
Phone: (713) 800-4343 Fax: (713) 456-2408
Report of Independent Registered Public Accounting Firm
To the Board of Directors of
Vibe Wireless Corp.
Tempe, Arizona
We have audited the accompanying balance sheets of Vibe Wireless Corp., (the “Company”) as of January 31, 2016 and 2015, and the related statements of operations, stockholders' equity (deficit), and cash flows for each of the years in the two-year period ended January 31, 2016. Vibe Wireless Corp.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Vibe Wireless Corp., as of January 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2016 in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 7 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2017 raise substantial doubt about its ability to continue as a going concern. The 2016 financial statements do not include any adjustments that might result from the outcome of this uncertainty.
LBB & Associates Ltd., LLP
Houston, Texas
May 16, 2016
VIBE WIRELESS CORP.
BALANCE SHEETS
JANUARY 31, 2016 AND 2015
See accompanying notes to financial statements.
VIBE WIRELESS CORP.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JANUARY 31, 2016 AND 2015
See accompanying notes to financial statements
VIBE WIRELESS CORP.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED JANUARY 31, 2016 AND 2015
See accompanying notes to financial statements.
VIBE WIRELESS CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JANUARY 31, 2016 AND 2015
See accompanying notes to financial statements.
VIBE WIRELESS CORP.
NOTES TO THE FINANCIAL STATEMENTS
JANUARY 31, 2016 and 2015
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
AnyTranslation Corp. (“we” or the “Company) was incorporated under the laws of the State of Nevada on July 5, 2012.
On September 2, 2015, a change in control of the Company took place by virtue of the Company's largest shareholder and sole officer and director at that time, selling 4,000,000 shares of the Company's common stock to Forestbay Capital Partners II, LLC, a Delaware limited liability company. Such shares represent 65.8% of the Company's total issued and outstanding shares of common stock. As part of the sale of the shares, Forestbay Capital Partners arranged with the former officer and director, prior to his resignation as the sole officer and director of the Company Board, to appoint Mr. Edward Mooney as the sole officer and director of the Company. Mr. Mooney is the Manager of Forestbay Capital Partners II, LLC.
On November 12, 2015, we changed our name to Vibe Wireless Corp in connection with merging with our wholly-owned subsidiary and adopted a business plan to pursue business opportunities in the global telecommunications industry. This name change and our ticker symbol change was acknowledged by FINRA and effected in the market on November 23, 2015. We are presently in the process of exploring business opportunities.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The Company has elected to adopt application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; it no longer presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a January 31 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $0 and $175 of cash as of January 31, 2016 and 2015, respectively.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, accrued expenses and amounts due to a shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimate.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of January 31, 2016 and 2015.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.
NOTE 3 - RELATED PARTY TRANSACTIONS
Prior to the year ended January 31, 2015, a director advanced $16,998 to the Company for operating needs.
During the year ended January 31, 2016 the director loaned an additional $350 to the Company’s working capital. On June 29, 2015, the director forgave all his advances of $17,348. The advance forgiveness was recorded as additional paid-in capital during year ended January 31, 2016.
On August 28, 2015, the Company’s new officer and director entered into an agreement to loan up to $50,000 to the Company, accruing interest at 8%, due on August 14, 2017, and unsecured. As of January 31, 2016 the Company has received $34,764 in loan proceeds.
The balance due to advances and loans from related parties was $34,764 and $16,998 as of January 31, 2016 and 2015, respectively.
NOTE 4 - CAPITAL STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
No shares were issued during the year ended January 31, 2016.
There were 6,079,000 shares of common stock issued and outstanding as of January 31, 2016 and 2015, respectively.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer previously provided office services without charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future. When and if the Company commences operations or acquires another operating entity, at that time management will consider the need for a dedicated office.
NOTE 6 - INCOME TAXES
As of January 31, 2016, the Company had net operating loss carry forwards of approximately $81,000 that may be available to reduce future years’ taxable income in varying amounts through 2033. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for Federal income tax consists of the following for the periods ended January 31:
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of January 31:
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $81,000 for Federal income tax reporting purposes are subject to annual limitations. Changes in ownership could result in net operating loss carry forwards being limited as to use in future years.
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had no revenues and accumulated deficit of $80,963 as of January 31, 2016. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
Item 9.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Item 9A. Controls and Procedures
Management’s Report on Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of January 31, 2016 using the criteria established in “ Internal Control - Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of January 31, 2016, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1.
We do not have an Audit Committee - While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
2.
We did not maintain appropriate cash controls - As of January 31, 2016, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.
3.
We did not implement appropriate information technology controls - As at January 31, 2016, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of January 31, 2016 based on criteria established in Internal Control-Integrated Framework issued by COSO.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of January 31, 2016, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
PART III
Item 10.
Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company
DIRECTORS AND EXECUTIVE OFFICERS
The name, address and position of our present officers and directors are set forth below:
Name and Address of Executive Officer and/or Director
Age
Position
Edward P Mooney
President, CEO, Secretary, Treasurer and Director
Phil Allen
XX
Director
The following is a brief description of the business experience of our executive officers, director and significant employees:
Edward P Mooney has acted as our President, CEO, Secretary, Treasurer and Director since September 2, 2015. On September 2, 2015, a change in control of the Company took place by virtue of the Company's largest shareholder and sole officer and director at that time, selling 4,000,000 shares of the Company's common stock to Forestbay Capital Partners II, LLC, a Delaware limited liability company. Such shares represent 65.8% of the Company's total issued and outstanding shares of common stock. As part of the sale of the shares, Forestbay Capital Partners arranged with the former officer and director, prior to his resignation as the sole officer and director of the Company Board, to appoint Mr. Edward Mooney as the sole officer and director of the Company. Mr. Mooney is the Manager of Forestbay Capital Partners II, LLC.
Our president will be devoting approximately 25% of his business time to our operations. Once we expand operations, and are able to attract more customers to purchase our services, Mr. Mooney has agreed to commit more time as required. Because Mr. Mooney will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.
Our Director’s Biographies
Edward Mooney
Mr. Mooney has 25 years of experience in all facets of corporate development for publicly-traded companies and privately-held ventures and investments including finance, mergers and acquisitions, corporate governance, investor relations, and regulatory compliance. He has served as a director of publicly-traded companies, including most recently as a director of American Sands Energy Corporation from April 2011 until August 2014 and Colombia Energy Resources from 2010 to April 2013. Both these companies were engaged in energy-related natural resources. He also has and presently serves as managing director of a number of privately-held companies investing in and developing products, services and products in the alternative energy and specialty agricultural chemical industries, including Forestbay Capital Partners II, LLC, for whom he has served as Manager since June 2014. Since August 2013, he has served as director, corporate secretary and executive vice president of Cobalt Holdings, Inc., a private company developing international telecommunications projects. Mr. Mooney received a Masters Degree in Education in 1990 and a Bachelors Degree in Geography in 1982, each from the California State University System.
Philip G. Allen
Mr. Allen is an entrepreneur and senior executive in all aspects of investor relations and corporate communications, with considerable experience in marketing communications, media and public relations, business development and public and private startups. Since June 2013, Mr. Allen has served as the Vice President of Investor Relations and Corporate Communications for Cobalt Holdings, Inc., a private company developing international telecommunications projects. He formerly was Director of Investor Relations for Nanoflex Power Corp., which develops and licenses advanced thin-film solar technologies and intellectual property. He is a co-founder of two publicly-traded companies, including Convergent Communications, Inc. He also develops successful brand and marketing programs for companies, as well as build brand awareness through targeted media, public relations and Internet programs. He holds undergraduate (1971) and graduate degrees (1976) from Indiana University in liberal arts and mass communications.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors has no committees. We do not have a standing nominating, compensation or audit committee.
SIGNIFICANT EMPLOYEES
We have no employees. Our sole officer and director, Edward Mooney, is an independent contractor to us and currently devotes approximately twenty hours per week to company matters. After receiving funding pursuant to our business plan Mr. Mooney intends to devote as much time as the Board of Directors deems necessary to manage the affairs of the company.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our President, and Secretary and all other executive officers (collectively, the “Named Executive Officers”) from inception on July 5, 2012 until January 31, 2016:
Summary Compensation Table
There are no current employment agreements between the company and its officers.
CHANGE OF CONTROL
As of January 31, 2016, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth, as of May 16, 2016, the number and percentage of outstanding shares of our common stock beneficially owned by: (a) each person who is known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; (b) each of our directors; (c) the Named Executive Officers (as defined in “Item 11. Executive Compensation”); and (d) all current directors and executive officers, as a group. As of May 16, 2016, there were 6,079,000 shares of common stock issued and outstanding. Other than our common stock, we have no other series of stock outstanding.
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided.
In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.
To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, (a) the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to applicable community property laws; and (b) no person owns more than 5% of our common stock.
Changes in Control
The Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.
Item 13.
Item 13. Certain Relationships and Related Transactions
During the year ended January 31, 2016, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.
Item 14.
Item 14. Principal Accountant Fees and Services
During fiscal year ended January 31, 2015, we paid $9,350 in fees to our principal independent accountants for professional services rendered in connection with the audit of our fiscal year end financial statements and quarterly reviews.
During fiscal year ended January 31, 2016, we paid $10,600 in fees to our principal independent accountants for professional services rendered in connection with the audit of our fiscal year end financial statements and quarterly reviews.
PART IV
Item 15.
Item 15. Exhibits
The following exhibits are filed as part of this Annual Report.
Exhibits:
31.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
32.1
Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Signature
Title
Date
/s/ Edward P Mooney
Edward P Mooney
President, CEO Treasurer, Secretary and Director
May 17, 2016