Item 1.
Business
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this annual report, the terms “we”, “us”, “our” and “our company”, mean Quorum Corp, Ami James Brands, Inc. as it was renamed following the date of this Form 10-k.
Our Current Business
By utilizing the trademarks acquired through the License Agreement (the “Exclusive License”) we intend to design, market, distribute, and sells apparel under the brand names “Ami James” and “Ami James Ink” to fashion-conscious consumers on four continents, including North America, Europe, Asia, and South America. The Exclusive License grants the Company the right to design, develop, manufacture, distribute and sell a menswear line, a boyswear line, a girlswear line, an infant and toddler line and an accessory line.
We intend to utilize various contract manufacturers located in The United States, Mexico, South America, and Asia for the manufacture of our assorted products. We envision that all garments will be sourced, designed and manufactured by people with unique strengths, skills, and craftsmanship to create premium quality and reliable products that are in high demand with our targeted affluent demographics. We seek to continue to build our brand recognition that is characterized by unique style, timelessness, utility, and quality, as opposed to merely following prevailing fads or trends that do not have the same degree of potential growth or longevity over time.
Government Regulation
Our business operations are subject to several international and domestic laws including labor and employment laws, laws governing advertising and promotions, privacy laws, safety regulations, import/export restrictions, consumer protection regulations that govern product standards and labeling, and several other regulations. We believe that we are currently in material compliance with all such applicable laws.
For the current portfolio products and any potential products we believe will fall under the U.S. Consumer Product Safety Commission (CPSC) regulatory umbrella. The CPSC provides regulatory oversight for Clothing, flammable goods, furniture, hazardous substances, household chemicals, packaging, recreational consumer products, recreational vehicles, refrigerator, toys. As applicable, the Licensee shall comply with all regulatory and other agencies, including governmental and private, as applicable, in the marketing, distribution, and/or selling of the Products. Licensor shall provide any approvals, as applicable, to Licensee, that would be beneficial in the efforts of the Licensee.
We are currently not aware of any new legislation or regulation that may or may not apply to current and future products within the brand portfolio. However, in a constantly evolving global business environment we will rely on its management teams experience and advice from legal counsel.
Our e-commerce website and online content are subject to government regulation of the Internet in many areas, including user privacy, telecommunications, data protection, and commerce. The application of these laws and regulations to our business is often unclear and sometimes may conflict. It may take years to determine whether and how existing laws such as those governing intellectual property, privacy, advertising, etc. apply to the Internet. Nonetheless, laws and regulations directly applicable to Internet communications, commerce and advertising are becoming more prevalent. Due to the increasing popularity and use of the Internet, it is possible that laws and regulations may be adopted covering issues such as user privacy, content, quality of products and much more. Further, the growth and development of the market for e-commerce may prompt calls for more stringent consumer protection laws, which may impose additional burdens on companies conducting business online. Compliance with these regulations may involve significant costs or require changes in business practices that result in reduced revenue. Noncompliance could result in penalties being imposed on us or orders that we stop the alleged noncompliant activity. We believe that we are currently in material compliance with all such applicable laws.
Products and Services
We intend to sell all product categories manufactured by Ami James Ink with an initial focus on the diverse apparel categories.
Denim
We currently offer both a men’s and women’s line of jeans and pants.
T-Shirts and Tops
The T-shirts and Tops represent the most artistic diversity of all our product offerings.
Caps, Beanies and Accessories
Footwear
Ami James Ink has pre-existing collaborative footwear pieces in the market which will provide a springboard for the Company to expand its footwear line with Ami James designed exclusive footwear and new licensing options that exist.
Seasonal and special edition items
Periodically, opportunities exist whereby corporations have retained Mr. James to develop special edition or limited edition products. Such is the case with Hummel for sneakers, Motorola unveiled an Ami James limited edition Razr phone in 2013 and custom designed motorcycles have also been crafted
Consumer Direct Segment
Our Consumer Direct segment sells our products from our e-commerce site, www.amijamesbrands.com. We accept and fill all customer orders received through our website internally. Additionally, we will focus and dedicate resources to expanding brand awareness through both social media and traditional online brand awareness strategies will be implemented. With Ami James work with prominent tattoo portals and an established social media presence the online growth will be a major source of growth. Statista projects US online apparel and accessory revenue to exceed 86 billion by 2018.
Market Overview
In 2012, The Harris Poll did an online poll of 2016 adults and currently one in five U.S. adults has at least one tattoo (21%) which is up from the 16% and 14% who reported having a tattoo when this question was asked in 2003 and 2008, respectively. Tattoos seem to be most prevalent in the West - 26% of adults in that region report having at least one - compared to fewer in the East (21%), Midwest (21%) and South (18%). Adults aged 30-39 are most likely to have a tattoo (38%) compared to both those younger (30% of those 25-29 and 22% of those 18-24) and older (27% of those 40-49, 11% of those 50-64 and just 5% of those 65 and older). Women are slightly more likely than men, for the first time since this question was first asked, to have a tattoo (now 23% versus 19%). IBIS World estimates the tattoo industry to be the 6th fastest growing retail industry with an estimated 3 billion dollars in revenue and over 147 million Google searches a month. It is the crossover into mainstream fashion and apparel that provides an even greater market opportunity.
The diversity of product categories within the apparel industry will allow Ami James Brands to follow consumer trends as they pertain to demand.
Retain/Wholesale Segment
Currently our products are sold at all 5 tattoo shops operated by Ami James. Currently, tattoo studios are operated in Manhattan, Miami, North Carolina, Brazil and the UK. This account along with other retail accounts will be managed by the Company. There is a central showroom in the fashion district of Los Angeles, which allows retailers and wholesalers to see seasonal fashions.
Core Services Segment
The Core Services segment provides product design, distribution, marketing, e-commerce and other overhead resources to the Wholesale and Consumer Direct segments.
Design and Product Development
Mr. James is our principal designer and leads the vision of the Company. We do not currently have a formal research and development effort but we intend to continue to develop new merchandise styles for each seasonal collection. The development of our products from concept through manufacturing is engineered to be not only fashionable but durable as well.
Sources and Availability of Raw Materials
The fabrics used in our products are sourced from fabric manufacturers located in throughout the world. Although we do not currently have any long-term agreements in place for the supply of our fabrics, threads or other components, such high quality fabrics are currently readily available from a number of suppliers, including mills located both in the United States and abroad.
Quality Control
Our quality control program ensures that products meet our high quality standards. Random inspections of our products occur when our products are received in our distribution center. We believe that our quality control policy is integral in maintaining the quality, consistency and reputation of our products.
Distribution
We intend to expand globally through new and established distribution channels including wholesale, retail, e-commerce, concessions, and franchise and licensing agreements to further expand global brand exposure and new opportunities to increase sales revenue.
Marketing
We intend to manage and incubate new and innovative products and brands within and outside of the human artistry and apparel markets. With the first portfolio brand having an established name and existing infrastructure the focus of Ami James lies primarily in managing and expanding the brand. Brand expansion and sales are often correlated therefore existing accounts of the licensor will now be managed by the licensee. We market our products to domestic and international wholesale customers by participating in industry trade shows around the world and through our e-commerce website, we also maintain an active social media presence. Our marketing and public relations strategy is designed to communicate the signature design aesthetic and lifestyle of our brand. Mr. James oversees every aspect of our marketing, which allows us to set the tone for integrity, consistency and direction of the brand image worldwide.
Our marketing consists of a variety of channels including: national and international print advertising, strategic outdoor advertising, in-store advertising, digital advertising, guerilla marketing, involvement in the art community and social media. This mix of media and channels is designed to support the brand's growth across diverse consumer groups and markets.
Business Strategy
Over the next five years, we anticipate that our growth strategy will focus on the following five key areas:
.
Increase Global Wholesale Sales
We aim to expand our Wholesale segment by employing three key showrooms at global trade shows that we participate in, with the intention of further penetrating the Asian, European and American markets. The trade show circuit operates in conjunction with the global fashion weeks (Milan, Paris, London and New York). We believe that increased involvement in trade shows will enable us to further expose the brand, explore a larger sales field and develop new relationships with retailers, which will potentially lead to increased revenues and greater brand awareness.
.
Invest in Online Development and E-commerce Activity
We currently offer a globally accessible transactional website, www.amijamesbrands.com, which allows anyone with Internet access to purchase our products online. We are currently working with a website developer to make key operational advances to our website such as development of user-friendly operations and layout improvements. Further, we intend to present a greater number of products on our website and expand into further marketing techniques such as affiliate marketing and advertisement opportunities.
.
Establish Stores and Seek Partnership Opportunities
We feel that the introduction and expansion of our own stores will allow for stronger brand positioning and increased exposure.
.
Diversify and Expand our Product Portfolio
We will continue to expand and strengthen our current product portfolio while exploring opportunities to diversify into new product categories within a ready-to-wear line. We believe that diversification engages new consumer interest and enables the brand to benefit from a proactive and developing brand image while stimulating revenue from increased buyer interest and awareness of the brand. Furthermore, we anticipate that expansion of our collection will enable wholesale activity to flourish as well as increased online sales.
.
Expand our Team
Our team will rely on industry specialists with varied skills and backgrounds who engage in overlapping roles and responsibilities for different segments of our business. In the next five years, we aim to increase the number of direct in-house employees to five people. Further, we intend to allocate a specific area(s) of our business strategy to a specific employee or employees and will focus on developing that employee’s skills in that area of responsibility. Such areas of responsibility will include sales, website and social media, design and production, marketing, public relations, administration, finance and product development. The expansion of our team will allow for focused development of all areas of our business.
Intellectual Property
The “Ami James” and “Ami James Ink” brands are trademarked in the United States. Additionally, the company intends to file and prosecute additional trademark applications as may be deemed necessary for the expansion of our business. Generally, our trademarks remain valid and enforceable so long as we continue to use the marks in commerce and the required registration renewals are filed. We consider our trademarks to be valuable assets in the marketing of our products and seek to protect them from infringement worldwide.
Employees
We currently have no employees.
Competition
The overall tattoo and human artistry market is very fragmented. Very few national, recognizable brands exist within the industry Tattoo artists typically operate small boutiques that rely on foot traffic and word of mouth. While the industry has gained more mainstream acceptance brands such as Ed Hardy have greatly benefited in the apparel and licensing spaces as envisioned by the acquisition of Ed Hardy by powerhouse Iconix Brands (ICON:NASDAQ). With the lack of national brands offering tattoo based lifestyle products the overall completion for Ami James brands is very fragmented and leaves opportunities for growth within mid-tier companies.
However, there can be no assurance that even if we do these things we will be able to compete effectively with the other companies in our industry.
Our competitive strength will depend on our ability to:
• anticipate and respond to changing consumer demands in a timely manner;
• maintain and increase favorable brand recognition;
• develop and produce high quality products that appeal to consumers;
• appropriately price our products;
• maintain the high quality of our products;
• ensure product availability;
• expand our product portfolio;
• add members to our team who possess the skills, know-how and desire to help us succeed;
• maintain an active role in the fashion industry;
Reports to Security Holders
We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The Securities and Exchange Commission also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission, at http://www.sec.gov.
Employees
As of June 30, 2013, we did not have any full-time or part-time employees. Our sole director and officer works as a part-time consultant and devotes approximately 20 hours per week to our business. We also retain consultants for the design and construction of our planned website. In the next 12 months, we intend to retain marketing and advertising consultants on a commissioned basis to assist with growing the membership of our planned website. If our financial position permits, as required by our business, we may enlist certain individuals on a full or part-time salaried basis to assist with marketing, advertising, administration and data management for our business. The functions of our website will be primarily automated, and we intend to structure our operations to function with as few full-time employees as possible by outsourcing most job functions. We do not expect our staffing requirements to exceed 24 people within the first three years of operations.
Item 1A.
Item 1A.
Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 1B.
Item 1B.
Unresolved Staff Comments
None.
Item 2.
Item 2.
Properties
We have maintained executive offices at 1360 Washington Ave. Miami Beach, FL 33139. There are no expenses currently associated with this space. We believe that our office space is adequate for our current needs, but growth potential may require a facility due to anticipated addition of personnel. We do not have any policies regarding investments in real estate, securities or other forms of property. We do not own any real property.
Item 3.
Item 3.
Legal Proceedings
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.
Item 4.
Item 4.
Mine Safety Disclosures
Not applicable.
PART II
Item 5.
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is currently quoted on the OTC Bulletin Board. Our common stock has been quoted on the OTC Bulletin Board since April 12, 2013 under the symbol “QUOR”. Subsequent to this Form 10-K, our common stock began being quoted on the OTC Bulletin Board under the symbol “AJBI” as of September 23, 2015.
OTC Bulletin Board securities are not listed and 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. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a national or regional stock exchange.
Our shares did not begin trading until September 5, 2013.
Our common shares are issued in registered form. Empire Stock Transfer, 1859 Whitney Mesa Dr., Henderson, NV 89014, Phone: (702) 818-5898, is the registrar and transfer agent for our common shares.
Holders
As of June 30, 2015, there were 6 holders of record of our common stock. As of such date, 20,278,906 shares of our common stock were issued and outstanding.
Dividend Policy
To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our board of directors.
Equity Compensation Plan Information
We do not have any equity compensation plans.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
We did not sell any equity securities which were not registered under the Securities Act during the year ended June 30, 2015.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fiscal year ended June 30, 2015.
Item 6.
Item 6.
Selected Financial Data
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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 audited financial statements and the related notes that appear elsewhere in this annual report. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.
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 for our Years Ended June 30, 2015 and 2014
Our net loss for the years ended June 30, 2015 and 2014. are summarized as follows:
For the
For the
Year
Year
Ended
Ended
June 30,
June 30,
Expenses
Bank charges
$
$
Foreign exchange (gain) loss
(416)
(325)
General and administrative
-
7,547
Interest expense
3,476
1,369
Professional fees
32,942
38,560
Consulting fees
48,000
60,500
Transfer agent and filing fees
22,455
24,732
Travel expenses
1,217
-
Total Expenses
108,507
132,455
Net Loss
$
(108,507)
$
(132,455)
General and Administrative
In the year ended June 30, 2015, we incurred net loss of $108,507 compared to $132,455 in the year ended June 30, 2014. Our net loss decreased $23,948 from June 30, 2014 to June 30, 2015 primarily as a result of an decrease in general and administrative fees, professional fees, consulting fees and transfer agent and filing fees.
Revenue
We have not earned any revenues since our inception.
Liquidity and Financial Condition
Working Capital
At June 30,
At June 30,
Current Assets
$
6,707
$
2,705
Current Liabilities
$
270,495
$
157,986
Working Capital (Deficit)
$
(270,788)
$
(155,281)
Our total current assets as of June 30, 2015 were $6,707 as compared to total current assets of $2,705 as of June 30, 2014. The increase was due prepaid expenses during fiscal 2015. Our total current liabilities as of June 30, 2015 were $270,495 as compared to total current liabilities of $157,986 as of June 30, 2014. The increase of $112,509 in current liabilities was attributed to an increase in our accounts payable and accrued liabilities and related party payables and loans payable.
Cash Flows
For the Year Ended June 30th, 2015
For the Year Ended June 30th, 2014
Cash Flow Used In Operating Activities
$
(50,515)
$
(25,829)
Cash Flows provided by (used in) investing activities
NIL
NIL
Cash Flows from Financing Activities
$
49,100
$
19,845
Net increase (decrease) in cash during the year
$
(1,415)
$
(5,984)
Operating Activities
Cash used by operating activities increased from $25,829 to $50,515 due to the operating expenses and changes in operating assets and liabilities.
Investing Activities
We did not have any investing activities during the years ended June 30, 2015 and 2014.
Financing Activities
During the year ended June 30, 2015, our company received $49,100 from financing activities compared with $19,845 during the year ended June 30, 2014.
Plan of Operation
We anticipate that we will meet our ongoing cash requirements through equity or debt financing. We estimate that our expenses over the next 12 months (beginning July 2015) will be approximately $507,500 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.
(1)
Management fees will consist of remuneration payable to any manager engaged to oversee the day to day operation of our business.
(2)
Salaries will be paid to future employees or consultants retained to assist our company with its sales and marketing efforts. Consultants may also be retained to contribute special expertise not possessed by the sole officer and director of our company.
(3)
General and administrative expenses are the costs which we will incur sustaining our day to day business. These include such costs as rent, phone, utilities, insurance, business licenses and incidental expenses.
We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements. We currently do not have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.
Based on our cash position, of $6,707 as at the date of June 30, 2015, in order to achieve our cash requirement of $507,500, we must raise $500,793. If we are not able to raise the full $500,793 to implement our business plan as anticipated, we will scale our business development in line with available capital. Our primary priority will be to retain our reporting status with the Securities and Exchange Commission which means that we will first ensure that we have sufficient capital to cover our legal and accounting expenses. Once these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on the development of our website and technological infrastructure, and the marketing and advertising of our services. We will likely not expend funds on the remainder of our planned activities unless we have the required capital.
Contractual Obligations
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Going Concern
The accompanying financial statements have been prepared assuming that our company will continue as a going concern. As shown in the accompanying financial statements, our company incurred losses of $108,507for the year ended June 30, 2015 and has not yet produced revenues from operations. These factors raise substantial doubt about our company’s ability to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that our company cannot continue as a going concern. Management anticipates that it will be able to raise additional working capital through the issuance of stock and through additional loans from investors.
The ability of our company to continue as a going concern is dependent upon our company’s ability to attain a satisfactory level of profitability and obtain suitable and adequate financing. There can be no assurance that management’s plan will be successful.
Off-Balance Sheet Arrangements
We have no significant 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 that are material to stockholders.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations is based upon the accompanying consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America and are expressed in United States Dollars. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Basis of Presentation
These consolidated financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in United States dollars. Our company’s fiscal year end is June 30.
Principal of Consolidation
The consolidated financial statements include the accounts of Quorum Corp. and its 100% owned subsidiary, Chiswick Holdings Limited, a company incorporated in Kenya. All significant intercompany balances and transactions have been eliminated upon consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with United States 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 of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Our company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. Our company bases our estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents
Our Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
Financial Instruments
Our Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and related party payables. The fair value of our company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying value of accounts payable and accrued liabilities and related party payables approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion our company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Earnings (Loss) Per Share
Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At June 30, 2015, our company has no potentially dilutive securities outstanding and accordingly, basic loss and diluted loss per share are the same.
Income Taxes
Our Company accounts for income taxes using the asset and liability method which provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. Our company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Recent Accounting Pronouncements
Jumpstart Our Business Startups Act (“JOBS Act”) Transition Accounting: pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company”. This election will permit us to delay the adoption of new or revised accounting standards that will have difference effective dates for public and private companies until such time as those standards apply to private companies. Consequently, our financial statements may not be comparable to companies that comply with public company effective dates.
Our Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Item 7A.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 8.
Item 8.
Financial Statements and Supplementary Data
Ami James Brands, Inc.
(Formerly Quorum Corp.)
June 30, 2015
Index
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholder’s Deficit
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
PLS CPA, A PROFESSIONAL CORP.
t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111t
t TELEPHONE (858)722-5953 t FAX (858) 761-0341 t FAX (858) 433-2979
t E-MAIL changgpark@gmail.com t
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Ami James Brands, Inc.
(formerly Quorum Corp.)
We have audited the accompanying balance sheet of Ami James Brands, Inc. (formerly Quorum Corp.) (the “Company”) as of June 30, 2015 and 2014 and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides 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 Quorum Corp. as of June 30, 2015 and 2014, and the result of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.
The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/PLS CPA
____________________
PLS CPA, A Professional Corp.
October 13, 2015
San Diego, CA. 92111
Ami James Brands, Inc.
(Formerly Quorum Corp.)
Consolidated Balance Sheets
(Expressed in US Dollars)
June 30,
June 30,
ASSETS
Current Assets
Cash
$
1,290
$
2,705
Prepaid expense
5,417
-
Total Assets
$
6,707
$
2,705
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities
$
44,555
$
32,734
Related party payables (Note 3)
152,150
104,038
Loans payable (Note 4)
73,790
21,214
Total Liabilities
270,495
157,986
Stockholders’ Deficit
Preferred stock, 100,000,000 shares authorized, $0.00001 par value;
no shares issued and outstanding
-
-
Common stock, 100,000,000 shares authorized, $0.00001 par value;
20,278,888 shares issued and outstanding
Additional paid-in capital
48,802
48,802
Deficit
(312,793)
(204,286)
Total Stockholders’ Deficit
(263,788)
(155,281)
Total Liabilities and Stockholders’ Deficit
$
6,707
$
2,705
(The accompanying notes are an integral part of these consolidated financial statements)
Ami James Brands, Inc.
(Formerly Quorum Corp.)
Consolidated Statements of Operations
(Expressed in US Dollars)
For the
For the
Year
Year
Ended
Ended
June 30,
June 30,
Expenses
Bank charges
$
$
Foreign exchange (gain) loss
(416)
(325)
General and administrative
-
7,547
Interest expense
3,476
1,369
Professional fees
32,942
38,560
Consulting fees
48,000
60,500
Transfer agent and filing fees
22,455
24,732
Travel expenses
1,217
-
Total Expenses
108,507
132,455
Net Loss
$
(108,507)
$
(132,455)
Net Loss Per Share - Basic and Diluted
$
(0.01)
$
(0.01)
Weighted Average Shares Outstanding
20,278,888
20,278,888
(The accompanying notes are an integral part of these consolidated financial statements)
Ami James Brands, Inc.
(Formerly Quorum Corp.)
Consolidated Statements of Stockholders’ Deficit
For the Years Ended June 30, 2014 and 2015
(Expressed in US Dollars)
Additional
Common
Paid-in
Stock
Amount
Capital
Deficit
Total
Balance - June 30, 2013
20,278,888
$
$
48,802
$
(71,831)
$
(22,826)
Net loss for the year
-
-
-
(132,455)
(132,455)
Balance - June 30, 2014
20,278,888
48,802
(204,286)
(155,281)
Net loss for the year
-
-
-
(108,507)
(108,507)
Balance - June 30, 2015
20,278,888
$
$
48,802
$
(312,793)
$
(263,788)
(The accompanying notes are an integral part of these consolidated financial statements)
Ami James Brands, Inc.
(Formerly Quorum Corp.)
Consolidated Statements of Cash Flows
(Expressed in US Dollars)
Year
Year
Ended
Ended
June 30, 2015
June 30, 2014
Cash Flows from Operating Activities
Net loss
$
(108,507)
$
(132,455)
Changes in operating assets and liabilities:
Prepaid expenses
(5,417)
-
Accounts payable and accrued liabilities
11,823
25,411
Related party payables
48,110
79,846
Accrued interest payable
3,476
1,369
Net Cash Used In Operating Activities
(50,515)
(25,829)
Cash Flows from Financing Activities
Proceeds from loans payable
49,100
19,845
Net Cash Provided by Financing Activities
49,100
19,845
Decrease in Cash
(1,415)
(5,984)
Cash - Beginning of Period
2,705
8,689
Cash - End of Period
$
1,290
$
2,705
Supplementary Information:
Interest paid
$
-
$
-
Income taxes paid
$
-
$
-
(The accompanying notes are an integral part of these consolidated financial statements)
1.
Nature of Business and Continuance of Operations
Ami James Brands, Inc. (formerly Quorum Corp.) (the “Company”) was incorporated in the State of Nevada on November 23, 2011. The core operations of the Company derives from the power of social networking and online marketing in order to create links between buyers and sellers of specialty services. The principal service of the Company’s operating website quintup.com, is a link between buyers and sellers. Sellers on the website offer “micro-jobs,” or services, sometimes referred to as “gigs” to sellers who search for services throughout the website. Quorum’s website is a medium to which buyers and sellers can come together, where sellers can sell their specialty services, and buyers can purchase these services. The current target markets for the Company are the eastern African markets of Kenya, Uganda and Tanzania. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. Upon execution of the License Agreement as described in Note 6, the Company plans to change its business direction to focus on the manufacturing, distribution, sales and marketing of the Ami James brand.
These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. For the period from inception on November 23, 2011 through June 30, 2015, the Company has incurred accumulated losses totalling $312,793. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2.
Summary of Significant Accounting Policies
a)
Basis of Presentation
These consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year end is June 30.
b)
Principal of Consolidation
The consolidated financial statements include the accounts of Quorum Corp. and its 100% owned subsidiary, Chiswick Holdings Limited, a company incorporated in Kenya. All significant intercompany balances and transactions have been eliminated upon consolidation.
c)
Use of Estimates
The preparation of consolidated financial statements in conformity with United States 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 of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to income taxes. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
d)
Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
2.
Summary of Significant Accounting Policies (continued)
e)
Financial Instruments
The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, related party payables and loans payable. The fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying value of accounts payable and accrued liabilities, related party payables and loans payable approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
f)
Earnings (Loss) Per Share
Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At June 30, 2015, the Company has no potentially dilutive securities outstanding and accordingly, basic loss and diluted loss per share are the same.
g)
Foreign Currency Translation
The Company’s planned operations will be in the eastern African markets of Kenya, Uganda and Tanzania, which results in exposure to market risks from changes in foreign currency exchange rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company's functional currency for all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated into their U.S. dollar equivalents at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations.
h)
Income Taxes
The Company accounts for income taxes using the asset and liability method which provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
i)
Recent Accounting Pronouncements
Jumpstart Our Business Startups Act (“JOBS Act”) Transition Accounting: pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company”. This election will permit us to delay the adoption of new or revised accounting standards that will have difference effective dates for public and private companies until such time as those standards apply to private companies. Consequently, our financial statements may not be comparable to companies that comply with public company effective dates.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3.
Related Party Transactions
a)
As of June 30, 2015, the Company owes a former director of the Company $47,489 (2014 - $47,491) for administrative expenditures paid on behalf of the Company. The amount owed is unsecured, non-interest bearing, and has no specified repayment terms.
b)
As of June 30, 2015, the Company owes a former director of the Company $8,661 (2014 - $8,547) for administrative expenditures paid on behalf of the Company and $96,000 (2014 - $48,000) for consulting services. The amount owed is unsecured, non-interest bearing, and has no specified repayment terms.
c)
On December 1, 2012, the Company entered into a consulting agreement with a former director of the Company. Pursuant to the agreement, the former director provided consulting services for the Company from December 1, 2012 to November 30, 2013 for consideration of $2,500 per month. During the year ended June 30, 2015, the Company paid consulting fees of $nil (2014 - $12,500) to the director. The agreement was terminated on April 27, 2015.
d)
On July 2, 2015, the Company entered into a Trademark License Agreement with Ami James Ink, LLC, a California limited liability company. The Company’s sole officer and director, Ami James, is a shareholder and director of Ami James Ink, LLC.
4.
Loans Payable
On August 1, 2013, the Company entered into a loan agreement in which the note holder agreed to provide a loan to the Company in the principal amount of up to $75,000. The loan is unsecured, bears interest at 8% per annum and is due on demand. As at June 30, 2015, the note holder has provided $68,945 (2014 - $19,845) to the Company pursuant to the loan agreement. As at June 30, 2015, the Company recorded $4,845 (2014 - $1,369) of interest payable.
5.
Stockholders’ Equity
The Company’s authorized capital consists of 100,000,000 shares of common stock with a par value of $0.00001 per share and 100,000,000 shares of preferred stock with a par value of $0.00001 per share.
On February 20, 2015, the board of directors approved a reverse split of the issued and outstanding common shares on the basis of 1 new common share for each 3 existing common shares. Upon effectiveness of the reverse split, the issued and outstanding shares of common stock decreased from 60,836,664 to 20,278,888. All share and per share amounts have been retroactively adjusted to reflect the reverse stock split.
6.
Commitment
On July 2, 2015, the Company entered into a Trademark License Agreement (the “License Agreement”) with Ami James Ink, LLC (the “Licensor,” or “AJI”), a California limited liability company. The Company’s sole officer and director, Ami James, is a shareholder and director of AJI (the “AJI Shareholder”). Pursuant to the License Agreement, the Company acquired the exclusive worldwide rights, for a period of 10 years, to various trademarks, which the Company intends to utilize for the manufacture, distribution, sales and marketing of certain Ami James branded products within the apparel industry. As consideration for the exclusive license granted under the License Agreement, the Company shall pay a royalty to AJI of ten percent (10%) of all net sales of licensed products. Additionally, AJI may, at its sole discretion, convert payments due AJI pursuant to the License Agreement into shares of common stock at a twenty percent (20%) discount.
7.
Income Taxes
The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The reconciliation of the provision for income taxes at the United States federal and state statutory rate compared to the Company’s income tax expense as reported is as follows:
June 30,
June 30,
Income tax benefit computed at the statutory rate
$
37,978
$
46,360
Change in valuation allowance
(37,978)
(46,360)
Provision for income taxes
$
-
$
-
Significant components of the Company’s deferred tax assets and liabilities as at June 30, 2015 and 2014 after applying enacted corporate income tax rates, are as follows:
June 30,
June 30,
Deferred income tax assets
Net operating losses
$
109,478
$
71,500
Valuation allowance
(109,478)
(71,500)
Net deferred income tax assets
$
-
$
-
The Company has net operating loss carryforwards of $312,793 which expire commencing in 2032.
8.
Subsequent Events
Management has reviewed and evaluated subsequent events through the date of which the current financial statements were issued.
Item 9.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
Item 10.
Item 10.
Directors, Executive Officers and Corporate Governance
Our directors will serve in that capacity until our next annual shareholder meeting or until their successors are elected and qualified. Officers hold their positions at the will of our board of directors. There are no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our affairs.
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Ami James - President, Secretary, Treasurer and Director
Ami James, 43, is a body artistry and fashion entrepreneur who opened his first tattoo studio in Miami which was the subject of TLC's reality show "Miami Ink". Following the success of the first reality show and gaining an artistic and elevated reputation within the industry and amongst celebrity tattoo aficionado's, allowed James to build an international brand. Mr. James leveraged his reputation to open night clubs in Miami and New York corresponding with the release in 2011 of another TLC reality show called "NY INK"
Since 2010 James has been involved with brand expansion via certain reality shows, new global tattoo studios, Wooster Street Social Club, Love Hate Choppers. In 2013 Mr. James teamed up with PETA in an ad for their "Ink Not Mink" campaign. Mr. James also co-founded Tattoodo, an online platform for getting a custom tattoo design, which launched on in May 2013. Mr. James has built a reputation as an artist and industry leader and plans on to continually grow and evolve his brand and reputation.
Other Directorships
None of our directors hold any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.
Our officers and directors or any affiliates of our company have not been previously involved in the management or ownership of have not acted as a promoter or in which they have a controlling interest in any other previous registration statement of companies. Therefore, there are no companies that are viable or dormant and which businesses have been modified and restated from that described in their offering documents, and the sole officer and director have no connection to companies that are still actively reporting with the United States Securities and Exchange Commission.
Board of Directors and Director Nominees
Since our board of directors does not include a majority of independent directors, the decisions of the board regarding director nominees are made by persons who have an interest in the outcome of the determination. The board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted. Unless otherwise determined, at any time not less than 90 days prior to the next annual board meeting at which the slate of director nominees is adopted, the board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of our security holders. If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied by a résumé supporting the nominee's qualifications to serve on the board, as well as a list of references.
The board identifies director nominees through a combination of referrals from different people, including management, existing board members and security holders. Once a candidate has been identified, the board reviews the individual's experience and background and may discuss the proposed nominee with the source of the recommendation. If the board believes it to be appropriate, board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the board.
Some of the factors which the board considers when evaluating proposed nominees include their knowledge of and experience in business matters, finance, capital markets and mergers and acquisitions. The board may request additional information from each candidate prior to reaching a determination. The board is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavor to do so.
Conflicts of Interest
Our directors are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating time between our operations and those of other businesses. In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct. In general, officers and directors of a corporation are required to present business opportunities to a corporation if:
. the corporation could financially undertake the opportunity;
. the opportunity is within the corporation’s line of business; and
. it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.
We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.
Significant Employees
There are no individuals other than our executive officers who make a significant contribution to our business.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
1.
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
2.
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
3.
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
4.
been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
5.
been 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 (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, 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 any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
6.
been 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.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our officers, directors, and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.
Family Relationships
There are no family relationships among our officers, directors, or persons nominated for such positions.
Code of Ethics
We have not adopted a code of ethics that applies to our officers, directors and employees. When we do adopt a code of ethics, we will disclose it in a Current Report on Form 8-K.
Audit Committee and Audit Committee Financial Expert
We do not currently have an audit committee or a committee performing similar functions. The board of directors as a whole participates in the review of financial statements and disclosure.
Our board of directors has determined that it does not have a member of its audit committee that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
We believe that the sole member of our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our sole director does not believe that it is necessary to have such committees because believes the functions of such committees can be adequately performed by the sole member of our board of directors.
Item 11
Item 11
Executive Compensation
The particulars of the compensation paid to the following persons:
(a)
our principal executive officer;
(b)
each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended June 30, 2014 and 2013; and
(c)
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended June 30, 2014 and 2013;
who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:
(1)
We have omitted certain columns in the summary compensation table pursuant to Item 402(a)(5) of Regulation S-K as no compensation was awarded to, earned by, or paid to any of the executive officers or directors required to be reported in that table or column in any fiscal year covered by that table.
(2)
Mr. James was appointed as our sole officer and direction on April 27, 2015.
(3)
Benjamin Ridding was appointed as our president, secretary, treasurer and director on January 23, 2014.
(4)
Yasmeen Savji was appointed as our president, secretary, treasurer and director on November 23, 2011. She resigned on January 23, 2014.
Option Grants
We have not granted any options or stock appreciation rights to our named executive officers or directors since inception. We do not have any stock option plans.
Management Agreements
We have not entered into any management agreements with any of our executive officers.
Compensation of Directors
None.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
Compensation Committee
We do not currently have a compensation committee of the board of directors or a committee performing similar functions. The board of directors as a whole participates in the consideration of executive officer and director compensation.
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding
Item 12.
Item 12.
Related Party Transactions
None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its 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 the Company.
With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:
·
Disclosing such transactions in reports where required;
·
Disclosing in any and all filings with the SEC, where required;
·
Obtaining disinterested directors consent; and
·
Obtaining shareholder consent where required.
Director Independence
For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of the Company’s Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Director” means a person other than an Executive Officer or employee or any other individual having a relationship, which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
According to the NASDAQ definition, we have no independent directors.
Review, Approval or Ratification of Transactions with Related Persons
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 13.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended June 30, 2015, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.
Director Independence
We currently act with one director, Ami James. We have determined that our director is not an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).
Item 14.
Item 14.
Principal Accountant Fees and Services
PART IV
Item 15.
Item 15.
Exhibits, Financial Statement Schedules
(a)
Financial Statements
(1)
Financial statements for our company are listed in the index under Item 8 of this document.
(2)
All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
(b)
Exhibits
Exhibit Number
Description
(3)
Articles of Incorporation and Bylaws
3.1
Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on September 12, 2012).
3.2
Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on September 12, 2012).
(21)
Subsidiaries of Registrant
21.1
N/A
(31)
Rule 13a-14(a)/15d-14(a) Certification
31.1*
Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)
Section 1350 Certifications
32.1*
Section 906 Certification under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101**
Interactive Data Files
*
Filed herewith.
**
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
AMI JAMES BRANDS INC
(Registrant)
Dated: October 14, 2015
/s/ Ami James
Ami James
President, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated: October 14, 2015
/s/ Ami James
Ami James
President, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)