ITEM 1. BUSINESS
History
We were incorporated in the State of Nevada on August 23, 2005. We maintain our statutory registered agent's office at 311 West Third Street, Carson City, NV 89703 and our business office is 6630 West Sunset Boulevard, Los Angeles, CA 90027. Our telephone number is (310) 460-9215.
Our original business was to involve the design and marketing of women's intimate apparel. Emphasis was on utilizing fabric and stitch design which would not show through regular clothing as undergarments. We were unsuccessful in our efforts to locate a suitable fabric, and as a result ventured into the development of skin care products built around "catechin", the naturally occurring bioflavinoid that detoxifies cell-damaging free radicals in the body and is considered to have a range of potential health benefits to help combat arthritis, vascular disease
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and certain cancers. Unfortunately we were unable to secure and develop working relationships with third party subcontractors needed to execute our business plan and we have been seeking other viable business opportunities for the Company.
On April 24, 2013, we issued a press release announcing that we had entered into an Exclusivity Agreement (the "Exclusivity Agreement") and Non-Binding Letter of Intent ("LOI") with one of Latin America's largest and most profitable mobile content and services companies (the "Target"), to purchase 100% of the interests of the Target (the "Acquisition"). Under the terms of the LOI, the Acquisition would primarily be paid for with cash consideration, a component of which is structured as a three-year earn-out, and conditioned on the achievement of certain EBITDA hurdles. The Target would receive common stock, valued on the same basis as the equity component of the Company's intended financing. Completion of the Acquisition under the LOI is dependent on, among other things, the completion of due diligence satisfactory to the Company, and the completion of an audit under US GAAP. Under the terms of the Exclusivity Agreement, the parties agreed that the Target would not engage in any negotiations or discussions with other potential acquirers during the period of exclusivity. The parties also agreed to maintain the confidentiality of the identity of the Target in order to protect the Target's competitive interests, and the interests of its many customers and employees. During the period ended July 31, 2014, the LOI expired.
On August 22, 2014 the parties entered into a revised Corporate Acquisition Letter of Intent and Exclusivity Agreement whereby the Acquisition as previously disclosed under the LOI of April 24, 2013, will now be carried out under a two-stage acquisition (the "Proposed Transaction"). Under the Proposed Transaction the Company will initially purchase 20% of the interests of the Target and will receive at that time an option to purchase the 80% balance.
We have no employees and own no property. We do not intend to perform any further operations until a merger or acquisition candidate is located and a merger or acquisition consummated. We are a "shell company" whose sole purpose at this time is to locate and consummate a merger and/or acquisition with an operating entity.
Merger or Acquisition of a Candidate
The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. We have very limited capital, and it is unlikely that we will be able to take advantage of more than one such business opportunity.
We intend to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings. At the present time we have not identified any business opportunity that we plan to pursue, nor have we reached any agreement or definitive understanding with any person concerning an acquisition.
We anticipate that we will contact broker/dealers and other persons with whom our officers and directors are acquainted and who are involved in corporate finance matters to advise them of our existence and to determine if any companies or businesses they represent have an interest in considering a merger or acquisition with us. No assurance can be given that we will be successful in finding or acquiring a desirable business opportunity, given the limited funds that are expected to be available for acquisitions, or that any acquisition that occurs will be on terms that are favorable to us or our stockholders.
Our search will be directed toward small and medium-sized enterprises which have a desire to become public corporations and which are able to satisfy, or anticipate in the reasonably near future being able to satisfy, the minimum requirements in order to qualify shares for trading on the Bulletin Board on a stock exchange we anticipate that the business opportunities presented to us will:
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be recently organized with no operating history, or a history of losses attributable to under-capitalization or other factors;
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be in need of funds to develop a new product or service or to expand into a new market; and
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be relying upon an untested product or marketing any business, to the extent of limited resources. This includes industries such as service, finance, natural resources, manufacturing, high technology, product development, medical, communications and others.
Our discretion in the selection of business opportunities is unrestricted, subject to the availability of such opportunities, economic conditions, and other factors.
In connection with such a merger or acquisition, it is highly likely that an amount of stock constituting control of our company would be issued by us or purchased from the current principal shareholders of our company by the acquiring entity or its affiliates.
If stock is purchased from the current shareholders, the transaction is very likely to result in substantial gains to them relative to their purchase price for such stock. In our judgment, our officers and directors would not thereby become an "underwriter" within the meaning of the Section 2(11) of the Securities Act of 1933, as amended. The sale of a controlling interest by certain principal shareholders of our company could occur at a time when our other shareholders remain subject to restrictions on the transfer of our shares.
Depending upon the nature of the transaction, our officers and directors may resign their management positions in connection with our acquisition of a business opportunity.
In the event of such a resignation, our officers and directors would not have any control over the conduct of our business following our combination with a business opportunity. We anticipate that business opportunities will come to our attention from various sources, including our officers and directors, our other stockholders, professional advisors such as attorneys and accountants, securities broker/dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.
We have no plans, understandings, agreements, or commitments with any individual for such person to act as a finder of opportunities. We do not foresee that we would enter into a merger or acquisition transaction with any business with which our officers or directors are currently affiliated.
Investigation and Selection of Business Opportunities
To a large extent, a decision to participate in a specific business opportunity may be made upon:
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management's analysis of the quality of the other company's management and personnel;
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the anticipated acceptability of new products or marketing concepts; and
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the merit of technological changes, the perceived benefit we will derive from becoming a publicly held entity, and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria.
In many instances, it is anticipated that the historical operations of a specific business opportunity may not necessarily be indicative of the potential for the future because of the possible need to shift marketing approaches substantially, expand significantly, change product emphasis, change or substantially augment management, or make other changes. We will be dependent upon the owners of a business opportunity to identify any such problems which may exist and to implement, or be primarily responsible for the implementation of, required changes.
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Because we may participate in a business opportunity with a newly organized firm or with a firm which is entering a new phase of growth, it should be emphasized that we will incur further risks, because management in many instances will not have proved its abilities or effectiveness, the eventual market for such company's products or services will likely not be established, and such company may not be profitable when acquired.
We anticipate that we will not be able to diversify, but will essentially be limited to one such venture because of our limited financing. This lack of diversification will not permit us to offset potential losses from one business opportunity against profits from another, and should be considered an adverse factor affecting any decision to purchase our securities.
Holders of our securities should not anticipate that we necessarily will furnish such holders, prior to any merger or acquisition, with financial statements, or any other documentation, concerning a target company or its business. In some instances, however, the proposed participation in a business opportunity may be submitted to the stockholders for their consideration, either voluntarily by our officers and directors to seek the stockholders' advice and consent or because state law so requires. The analysis of business opportunities will be undertaken by or under the supervision of our officers and directors, who are not professional business analysts.
Although there are no current plans to do so, our management might hire an outside consultant to assist in the investigation and selection of business opportunities, and might pay a finder's fee. Since our management has no current plans to use any outside consultants or advisors to assist in the investigation and selection of business opportunities, no policies have been adopted regarding use of such consultants or advisors, the criteria to be used in selecting such consultants or advisors, the services to be provided, the term of service, or regarding the total amount of fees that may be paid.
However, because of our limited resources, it is likely that any such fee we agree to pay would be paid in stock and not in cash. Otherwise, we anticipate that we will consider, among other things, the following factors:
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Potential for growth and profitability, indicated by new technology, anticipated market expansion, or new products;
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Our perception of how any particular business opportunity will be received by the investment community and by our stockholders;
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Whether, following the business combination, the financial condition of the business opportunity would be, or would have a significant prospect in the foreseeable future of becoming sufficient to enable our securities to qualify for listing on an exchange or on a national automated securities quotation system, such as NASDAQ, so as to permit the trading of such securities to be exempt from the requirements of a Rule 15g-9 adopted by the Securities and Exchange Commission;
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Capital requirements and anticipated availability of required funds, to be provided by us or from our operations, through the sale of additional securities, through joint ventures or similar arrangements, or from other sources;
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The extent to which the business opportunity can be advanced;
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Competitive position as compared to other companies of similar size and experience within the industry segment as well as within the industry as a whole;
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Strength and diversity of existing management, or management prospects that are scheduled for recruitment;
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The cost of our participation as compared to the perceived tangible and intangible values and potential; and
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The accessibility of required management expertise, personnel, raw materials, services, professional assistance, and other required items. In regard to the possibility that our shares would qualify for listing on NASDAQ, the current standards include the requirements that the issuer of the securities that are sought to be listed have total assets of at least $4,000,000 and total capital and surplus of at least $2,000,000, and proposals have recently been made to increase these qualifying amounts.
Many, and perhaps most, of the business opportunities that might be potential candidates for a combination with us would not satisfy the NASDAQ listing criteria. Not one of the factors described above will be controlling in the selection of a business opportunity, and management will attempt to analyze all factors appropriate to each opportunity and make a determination based upon reasonable investigative measures and available data.
Potentially available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
Potential investors must recognize that, because of our limited capital available for investigation and management's limited experience in business analysis, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired. We are unable to predict when we may participate in a business opportunity. We expect, however, that the analysis of specific proposals and the selection of a business opportunity may take several months or more.
Prior to making a decision to participate in a business opportunity, we will generally request that we be provided with written materials regarding the business opportunity containing such items as:
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a description of products;
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services and company history;
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management resumes;
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financial information;
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available projections, with related assumptions upon which they are based;
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an explanation of proprietary products and services;
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evidence of existing patents, trademarks, or services marks, or rights thereto;
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present and proposed forms of compensation to management;
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a description of transactions between such company and its affiliates during relevant periods;
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a description of present and required facilities;
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an analysis of risks and competitive conditions;
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a financial plan of operation and estimated capital requirements;
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audited financial statements, or if they are not available, unaudited financial statements, together with reasonable assurances that audited financial statements would be able to be produced within a reasonable period of time not to exceed 60 days following completion of a merger transaction; and
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other information deemed relevant.
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As part of our investigation, our officers and directors:
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may meet personally with management and key personnel;
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may visit and inspect material facilities;
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obtain independent analysis or verification of certain information provided;
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check references of management and key personnel; and
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take other reasonable investigative measures, to the extent of our limited financial resources and management expertise.
Benefits of a Merger of Acquisition With Us
Our management believes that various types of potential merger or acquisition candidates might find a business combination with us to be attractive. These include:
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acquisition candidates desiring to create a public market for their shares in order to enhance liquidity for current shareholders;
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acquisition candidates which have long-term plans for raising capital through the public sale of securities and believe that the possible prior existence of a public market for their securities would be beneficial; and
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acquisition candidates which plan to acquire additional assets through issuance of securities rather than for cash, and believe that the possibility of development of a public market for their securities will be of assistance in that process.
Acquisition candidates that have a need for an immediate cash infusion are not likely to find a potential business combination with us to be an attractive alternative.
Form of Acquisition
It is impossible to predict the manner in which we may participate in a business opportunity. Specific business opportunities will be reviewed as well as our respective needs and desires and the promoters of the opportunity and, upon the basis of that review and our negotiating strength and such promoters, the legal structure or method deemed by management to be suitable will be selected. Such structure may include, but is not limited to:
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leases, purchase and sale agreements;
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Licenses;
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joint ventures; and
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other contractual arrangements.
We may act directly or indirectly through an interest in a partnership, corporation or other form of organization.
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Implementing such structure may require a merger, consolidation or reorganization with other corporations or forms of business organization, and although it is likely, we cannot assure you that we would be the surviving entity. In addition, our present management and stockholders most likely will not have control of a majority of our voting shares following a reorganization transaction. As part of such a transaction, our officers and directors may resign and new directors may be appointed without any vote by stockholders. It is likely that we will acquire participation in a business opportunity through the issuance of our common stock or other securities.
Although the terms of any such transaction cannot be predicted, in certain circumstances, the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under the Internal Revenue Code of 1986, depends upon the issuance to the stockholders of the acquired company of a controlling interest equal to 80% or more of the common stock of the combined entities immediately following the reorganization.
If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Internal Revenue Code, our current stockholders would retain in the aggregate 20% or less of the total issued and outstanding shares. This could result in substantial additional dilution in the equity of those who were our stockholders prior to such reorganization. Our issuance of these additional shares might also be done simultaneously with a sale or transfer of shares representing a controlling interest in us by our officers, directors and principal shareholders.
We anticipate that any new securities issued in any reorganization would be issued in reliance upon exemptions, if any are available, from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of the transaction, we may agree to register such securities either at the time the transaction is consummated, or under certain conditions or at specified times thereafter.
The issuance of substantial additional securities and their potential sale into any trading market that might develop in our securities may have a depressive effect upon such market. We will participate in a business opportunity only after the negotiation and execution of a written agreement.
Although the terms of such agreement cannot be predicted, generally such an agreement would require:
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specific representations and warranties by all of the parties thereto,
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specify certain events of default,
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detail the terms of closing and the conditions which must be satisfied by each of the parties thereto prior to such closing,
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outline the manner of bearing costs if the transaction is not closed,
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set forth remedies upon default, and
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include miscellaneous other terms.
We anticipate that we, and/or our officers, directors and principal shareholders will enter into a letter of intent with the management, principals or owners of a prospective business opportunity prior to signing a definitive binding agreement. This letter of intent will set forth the terms of the proposed acquisition but will not bind any of the parties to consummate the transaction. Execution of a letter of intent will by no means indicate that consummation of an acquisition is probable. Neither we nor any of the other parties to the letter of intent will be bound to consummate the acquisition unless and until a definitive agreement concerning the acquisition as described in the preceding paragraph is executed.
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Even after a definitive agreement is executed, it is possible that the acquisition would not be consummated should any party elect to exercise any right provided in the agreement to terminate it on specified grounds. We anticipate that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others.
If we decide not to participate in a specific business opportunity, the costs incurred in the related investigation would not be recoverable. Moreover, because many providers of goods and services require compensation at the time or soon after the goods and services are provided, our inability to pay until an indeterminate future time may make it impossible to procure goods and services.
Investment Company Act and Other Regulation
We may participate in a business opportunity by purchasing, trading or selling the securities of such business. We do not, however, intend to engage primarily in such activities.
Specifically, we intend to conduct our activities so as to avoid being classified as an Investment Company under the Investment Company Act of 1940 ("Investment Act"), and therefore to avoid application of the costly and restrictive registration and other provisions of the Investment Act, and the regulations promulgated thereunder.
Section 3(a) of the Investment Act contains the definition of an Investment Company, and it excludes any entity that does not engage primarily in the business of investing, reinvesting or trading in securities, or that does not engage in the business of investing, owning, holding or trading investment securities defined as all securities other than government securities or securities of majority- owned subsidiaries the value of which exceeds 40% of the value of its total assets excluding government securities.
We intend to implement our business plan in a manner that will result in the availability of this exception from the definition of Investment Company. As a result, our participation in a business or opportunity through the purchase and sale of investment securities will be limited.
Our plan of business may involve changes in our capital structure, management, control and business, especially if we consummate a reorganization as discussed above. Each of these areas is regulated by the Investment Act, in order to protect purchasers of investment company securities. Since we will not register as an Investment Company, stockholders will not be afforded these protections.
Any securities which we might acquire in exchange for our common stock will be restricted securities within the meaning of the Securities Act of 1933, as amended (The "Act"). If we elect to resell such securities, such sale cannot proceed unless a registration statement has been declared effective by the Securities and Exchange Commission or an exemption from registration is available. Section 4(1) of the Act, which exempts sales of securities not involving a distribution, would in all likelihood be available to permit a private sale.
Although the plan of operation does not contemplate resale of securities acquired, if such a sale were to be necessary, we would be required to comply with the provisions of the Act to effect such resale. An acquisition made by us may be in an industry that is regulated or licensed by federal, state or local authorities. Compliance with such regulations can be expected to be a time-consuming and expensive process.
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Competition
We expect to encounter substantial competition in our efforts to locate attractive opportunities, primarily from business development companies, venture capital partnerships and corporations, venture capital affiliates of large industrial and financial companies, small investment companies, and wealthy individuals. Many of these entities will have significantly greater experience, resources and managerial capabilities than we do and will therefore be in a better position to obtain access to attractive business opportunities. We also will experience competition from other public blind pool companies, many of which may have more funds available than we do.
Employees
We currently have no employees other than our officers and directors. We expect to use consultants, attorneys and accountants as necessary, and do not anticipate a need to engage any full-time employees so long as it is seeking and evaluating business opportunities. The need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in specific business opportunities.
ITEM 1A.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 2.
ITEM 2. PROPERTIES
We own no real property. We currently maintain office space located at 6630 West Sunset Boulevard, Los Angeles, CA 90027. There is no lease arrangement for the office space. We are on a month-by-month, as needed basis.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
None.
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
Market Information
Our common stock is presently quoted on the Financial Industry Regulatory Authority's (FINRA) Over-the-Counter marketplace under the name "MeeMee Media Inc." and under the symbol "MEME". Our common stock par value is $0.001 per share.
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There is no established trading market for shares of our common stock and there have been a limited number of trades of our common stock on the OTC Bulletin Board ("OTCBB") during the last two fiscal years. We cannot provide assurance that any established trading market for our common stock will develop or be maintained.
The following table sets forth, for the fiscal quarters indicated, the high and low sale price for our common stock, as reported on the OTCBB. The quotations below reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not represent actual transactions.
Fiscal Year
High Bid
Low Bid
Fourth Quarter 05-1-14 to 07-31-14
$0.35
$0.18
Third Quarter 02-1-14 to 04-30-14
$0.59
$0.26
Second Quarter 11-1-13 to 01-31-14
$0.76
$0.40
First Quarter 08-1-13 to 10-31-13
$0.77
$0.52
Fiscal Year
High Bid
Low Bid
Fourth Quarter 05-1-13 to 07-31-13
$2.00
$0.60
Third Quarter 02-1-13 to 04-30-13
$0.65
$0.40
Second Quarter 11-1-12 to 01-31-13
No activity
No activity
First Quarter 08-1-12 to 10-31-12
No activity
No activity
Shareholders
At July 31, 2014 the Company had 46 shareholders of record of common stock, including shares held by brokerage clearing houses, depositories or otherwise in unregistered form. The beneficial owners of such shares are not known to the Company. Our transfer agent is Empire Stock Transfer. Empire Stock Transfer is located at 1859 Whitney Mesa Dr., Henderson, NV 89014; telephone: (702) 818-5898; facsimile: (702) 974-1444.
Dividends
In the future we intend to follow a policy of retaining earnings, if any, to finance the growth of the business and do not anticipate paying any cash dividends in the foreseeable future. The declaration and payment of future dividends on the Common Stock will be the sole discretion of our board of directors and will depend on our profitability and financial condition, capital requirements, statutory and contractual restrictions, future prospects and other factors deemed relevant.
Securities Authorized for Issuance Under Equity Compensation Plans
We do not have any equity compensation plans and accordingly we have no securities authorized for issuance thereunder.
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Recent Sale of Unregistered Securities
The Company has issued the following shares pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended, in that the transaction took place outside the United States of America with non-US persons:
On December 8, 2011, the Company issued 800,000 unregistered restricted shares of its common stock at $0.125 per share for $100,000 cash. The shares were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended, in that the transaction took place outside the United States of America with a non-US person.
On January 12, 2012, the Company issued 400,000 unregistered restricted shares of its common stock at $0.125 per share for $50,000 cash. The shares were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended, in that the transaction took place outside the United States of America with a non-US person.
On June 13, 2013, the Company issued 190,000 unregistered restricted shares of its common stock at $0.50 per share for $95,000 cash and cash equivalent. The shares were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended, in that the transaction took place outside the United States of America with a non-US person.
The Company has issued the following shares pursuant to the exemption from registration provided by the provisions of Section 5 of the U.S. Securities Act provided in Section 4(2) of the U.S. Securities Act and Rule 506 of Regulation D under the U.S. Securities Act for non-public offerings:
On August 28, 2013, the Company issued 25,000 shares of unregistered restricted common stock valued at $0.25 per share in lieu of outstanding debt totaling $6,250 for professional services rendered.
On September 9, 2013, the Company issued 250,000 shares of unregistered common stock at $0.50 per share for a total of $125,000 cash and cash equivalent.
On October 3, 2013, the Company issued 510,000 shares of unregistered common stock at $0.21 per share for a total of $107,100 cash.
On October 21, 2013, the Company issued an aggregate of 200,000 shares of unregistered common stock to non-related service providers pursuant to a consulting agreement entered into during the period. The shares were valued at $120,000 based on the fair market value of the stock on the date the shares were issued.
On October 31, 2013, the Company issued 250,000 shares of unregistered common stock to a non-related service provider pursuant to a financial advisory agreement entered into during the period. The shares were valued at $150,000 based on the fair market value of the stock on the date the shares were issued.
On December 2, 2013, the Company issued 100,000 shares of unregistered common stock at $0.50 per share for a total of $50,000 cash.
On December 5, 2013, the Company issued 250,000 shares of unregistered common stock at $0.50 per share for a total of $125,000 cash.
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On December 23, 2013, the Company issued 100,000 shares of unregistered common stock at $0.50 per share for a total of $50,000 cash.
On February 3, 2014, the Company entered into a Secured Promissory Note in the principal amount of $1,000,000 (the "Note"), a Security Agreement and Common Stock Purchase Warrant with an accredited investor. In connection with the Note, the Company granted the investor 100,000 shares of unregistered common stock valued at $0.50 per share based on the fair market value of the stock on the date the shares were issued. The Warrant provides for the grant of warrants to purchase up to 3,000,000 shares of the Company's common stock to the Investor with a 5 year term at an exercise price of $0.50 per share. Subsequent to the period covered by this report on Form 10-K the exercise price of the warrant was amended to $0.25 per share.
On May 21, 2014, the Company issued 100,000 shares of unregistered common stock to a non-related service provider pursuant to a consulting agreement. The shares were valued at $35,000 based on the fair market value of the stock on the date the shares were issued.
Issuer Repurchases of Equity Securities
None.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Pursuant to Item 301(c) of Regulation S-K, the Company, as a smaller reporting company, is not required to provide the information required by this item.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Form 10-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Form 10-K. We use words such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," and similar expressions to identify forward-looking statements.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited financial statements and accompanying notes and other financial information appearing elsewhere in this annual report on Form 10-K.
Limited Operating History; Need for Additional Capital
There is limited historical financial information about our company upon which to base an evaluation of our future performance. We are a development stage corporation and have not generated any revenues from operations. We cannot guarantee that we will be successful in our business operations. We are subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible delays in the exploitation of business opportunities. We may fail to adopt a business model and strategize effectively or fail to revise our business model and strategy should industry conditions and competition change.
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We presently finance our operations through debt and equity financings. We have limited resources and there is no assurance that future financing will be available to our Company on acceptable terms. If financing is not available on acceptable terms, we may be unable to continue, develop or expand our operations. Additional equity financing could result in dilution to existing shareholders.
Liquidity and Capital Resources
At July 31, 2014, we had total assets of $223,594 and total liabilities of $1,621,826, compared to total assets of $5,234 and total liabilities of $291,877 at July 31, 2013. Net working capital was ($1,398,232) compared to ($286,643) at July 31, 2013. We incurred a net loss of ($2,037,084) for the year ended July 31, 2014 and we have incurred an aggregate deficit since inception of ($2,665,025).
Since inception, we have used our common stock to raise money to fund our business operations, for corporate expenses and to repay outstanding indebtedness. Net cash provided by the sale of shares from inception on August 23, 2005 to July 31, 2014 was $1,164,350. During the fiscal year ended July 31, 2014 we issued 1,885,000 common shares of our common stock valued at $818,350.
During the next twelve months we expect to incur indebtedness for administrative and professional charges associated with preparing, reviewing, auditing and filing our financial statements and our periodic and other disclosure documents to maintain the Company in good standing. Our management is exploring a variety of options to meet our cash requirements and future capital requirements, including the possibility of equity offerings, debt financing and business combinations.
As at July 31, 2014, an aggregate of $441,799 is owed to our officers and other related parties for services rendered.
On February 3, 2014, the Company entered into a Secured Promissory Note in the principal amount of $1,000,000 (the "Note"), a Security Agreement (the "Security Agreement") and Common Stock Purchase Warrant (the "February Warrant") with an accredited investor (the "Investor"). The Note provides that all unpaid principal, together with the then accrued interest and any other amounts payable thereunder, shall be due and payable on the date which is the first to occur between (i) the closing of the Company's previously announced acquisition of a Latin American mobile services target; or (ii) six (6) months after the date of the Note. The Company will repay the note through proceeds generated from private placements upon future rounds of financings.
The amount of outstanding principal under the Note bears interest at a rate of one percent (1%) per month; provided, however, upon the occurrence of an uncured event of default under the Note, the outstanding principal at the time of such uncured event of default shall accrue at the rate of seventeen percent (17%) per annum during the period of time which the event of default is continuing and not cured, and the amount of any and all such default interest shall be payable on demand by the Investor. The obligations of the Company under this Note are secured pursuant to the terms of the Security Agreement which grants the Investor a first-priority security interest and lien against the Company's assets. In connection with the Note, the Company granted the Investor 100,000 shares of Company common stock. The Company also granted the Investor piggyback registration rights and the same registration rights (if any) granted to the investors in any Company financing completed in connection with the Acquisition.
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The February Warrant provides for the grant of warrants to purchase up to 3,000,000 shares of the Company's common stock to the Investor with a 5 year term at an exercise price of $0.50 per share. The Company granted the Investor piggyback registration rights, and the same registration rights (if any) granted to the investors in any Company financing completed in connection with the Acquisition, for the shares underlying the warrants. The February Warrant also provides that, other than in connection with certain excepted issuances described in the Warrant, the $0.50 per share exercise price shall be reduced to any lower price issuance by the Company of any common stock or securities convertible into or exercisable directly or indirectly for shares of common stock. Additionally, if the Company sells shares of its common stock, or securities convertible into or exercisable directly or indirectly for shares of common stock, in a financing which is completed in connection with the Acquisition at a price per share, or at an exercise or conversion price per share, which is less than $0.75, then the exercise price shall be automatically reduced to an exercise price which is equal to (i) the lesser price multiplied by (ii) six hundred sixty six thousands (0.666).
Effective October 9, 2014, the Company amended the Note and the February Warrant so that (i) the maturity date of the Secured Note was extended from August 3, 2014 to August 3, 2015; (ii) all interest due under the Secured Note as of August 3, 2014 was capitalized; (iii) the exercise price under the February Warrant was reduced from $0.50 per share to $0.25 per share, and the exercise price under the February Warrant may be reduced to a reset price as follows: (a) if the average of the closing prices of the Company common stock for the fifteen trading days after October 31, 2014 is less than $0.25 per share, than the exercise price shall be reset to such less price; and (b) if the Company issues shares in an acquisition financing at a price per share less than $0.75 per share, then the exercise price shall be reduced to a price equal to the price per share in the financing multiplied by 0.333. In connection with the Amendment, the Company also issued the Holder an additional Common Stock Purchase Warrant dated October 9, 2014 (the "New Warrant") to purchase up to 5,000,000 shares of Company common stock. The New Warrant has a term of 5 years and an exercise price of $0.25 per share, subject to a reduction under the same reset conditions a provided in the February Warrant. Please refer to the Company's Current Report on Form 8-K filed on EDGAR October 15, 2014 for further details.
On February 5, 2014, the Company advanced $150,000 as a loan to a non-related party. The loan beared an interest amount equal to $2,000 plus an administration fee of $1,500 which was due on March 4, 2014. To date $100,000 CDN ($90,000 USD) was repaid. The balance of $60,000 USD ‎ was extended to June 30, 2014 and bears an amended interest rate of 2% principal per month, effective from February 5, 2014 and is payable in full together with the balance of the of the principal on the Due Date. Interest of 2% per month will continue to accrue on any and all sums (principal, interest and penalties) outstanding after the Due Date. Furthermore, the loan is subject to an additional late payment penalty of $2,500 on the Due Date. As of the date of this Report on Form 10-K, the loan is in default and the Company intends to undertake the appropriate actions to collect the funds.
On February 12, 2014, the Company entered into a letter of engagement (the "LOE") with a firm to act as the Company's placement agent in connection with a proposed private placement. Pursuant to the terms of the LOE the Company paid an advance of $25,000 to the firm. Subsequent to the end of the reporting period covered by this Report, the parties terminated the business relationship memorialized by the LOE and the advance of $25,000 was returned to the Company.
Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our management and stockholders, the continued issuance of equity to new stockholders, and our ability to achieve and maintain profitable operations. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. There can be no assurance that we will be able to raise additional capital, and if we are unable to raise additional capital, we will unlikely be able to continue as a going concern.
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Plan of Operation
Currently, we are a development stage corporation. A development stage corporation is one engaged in the search of business opportunities, successful negotiation and closing of a business acquisition and furthering its business plan.
Our plan of operation for the next twelve months will be to continue working towards the completion of the Proposed Transaction under the revised LOI dated August 22, 2014. In the event the Proposed Transaction does not close, we will then (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; and (iii) to commence such operations through funding and/or the acquisition of an operating entity engaged in any industry selected.
Results of Operations
For the Years Ended July 31, 2014 and 2013
We did not generate any revenues during the periods ended July 31, 2014 and 2013.
During the fiscal years ended July 31, 2014 and 2013, much of the Company's resources were directed at maintaining the Company in good standing, identifying new business opportunities and conducting due diligence on the Acquisition as proposed under the LOI.
We had a net loss of ($2,037,084) for the year ended July 31, 2014 compared to a net loss of ($361,278) for the year ended July 31, 2013. The change is explained below.
Operating Expenses: Operating expenses were $1,829,751 and $361,278 respectively. In fiscal 2014 operating expenses increased by $1,468,473 as the Company focused its resources on pursuing a potential merger/acquisition with one of Latin America's largest and most successful mobile content and services companies.
During the year ended July 31, 2014, we incurred expenses of $1,087,731 (July 31, 2013 - $182,804) for consulting and related fees owed to our two officers and external consultants for professional services rendered to the Company. Due diligence fees of $515,326 (July 31, 2013 - $84,871) were incurred during fiscal 2014 in connection with the investigation of a prospective merger with a Latin American mobile content and services company. We incurred $212,802 (July 31, 2013 - $75,086) in general and administrative expenses which included administrative and professional charges associated with preparing, reviewing, auditing and filing our financial statements and our periodic and other disclosure documents to maintain the Company in good standing, transfer agent fees, travel and entertainment, bank and foreign exchange fees and general office expenses. Shareholder relations fees totaled $13,892 ($18,517 - July 31, 2013) for website maintenance and press releases disseminated by the Company.
During the twelve months ended July 31, 2014 the Company recorded $(217,143) in interest expense and financing costs related to a promissory note entered into during the period ($Nil - July 31, 2013). Interest receivable was $9,810 comprised of interest and late penalty fees charged against a loan receivable.
As of the date of this report, we have not generated any revenues. As a result, we have generated significant operating losses since our formation and expect to incur substantial losses and negative operating cash flows for the foreseeable future as we attempt to expand our infrastructure and development activities and carry on with the due diligence process of the proposed acquisition. Our ability to continue may prove more expensive than we currently anticipate and we may incur significant additional costs and expenses.
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We are subject to risks inherent in the establishment of a new business enterprise. We may fail to adopt a business model and strategize effectively or fail to revise our business model and strategy should industry conditions and competition change. We have limited resources and there is no assurance that future financing will be available to our Company on acceptable terms. These conditions could further impact our business and have an adverse effect on our financial position, results of operations and/or cash flows.
Going Concern Uncertainties
As of the date of this annual report, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our business operations. The financial statements included in this annual report have been prepared on the going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business. If we are not to continue as a going concern, we would likely not be able to realize our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.
Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon us and our shareholders.
Critical Accounting Policies
The following are the accounting policies that we consider to be critical accounting policies. Critical accounting policies are those that are both important to the portrayal of our financial condition and results and those that require the most difficult, subjective, or complex judgments, often as results of the need to make estimates about the effect of matters that are subject to a degree of uncertainty.
Use of Estimates: The preparation of financial statements included in this Annual Report on Form 10-K requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our accounting policies are described in the notes to the financial statements included in this Annual Report on Form 10-K.
Revenue Recognition: The Company recognizes revenue on an accrual basis as it invoices for services. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured.
Recent Pronouncements
We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
Contractual Obligations
None.
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Off-Balance Sheet Arrangements
As of July 31, 2014, we do not have any 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 or operations, liquidity, capital expenditures or capital resources that is material to investors.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to Item 305(e) of Regulation S-K, the Company, as a smaller reporting company, is not required to provide the information required by this item.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MEEMEE MEDIA INC.
(A Development Stage Company)
AUDIT REPORT OF INDEPENDENT ACCOUNTANTS
AND FINANCIAL STATEMENTS
July 31, 2014 and 2013
Index
Report of Independent Registered Public Accounting Firm
Balance Sheets
Statements of Operations
Statements of Stockholders' Equity (Deficit)
Statements of Cash Flows
Notes to the Financial Statements
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PCAOB Registered Auditors - www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
MeeMee Media, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of MeeMee Media, Inc. (A Development Stage Company) as of July 31, 2013 and 2014, and the related statements of income, stockholders' equity (deficit), and cash flows for each of the years in the two-year period ended July 31, 2014 and since inception on August 23, 2005 through July 31, 2014. MeeMee Media, Inc.'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 audit 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 MeeMee Media, Inc. (A Development Stage Company) as of July 31, 2013 and 2014, and the related statements of income, stockholders' equity (deficit), and cash flows for each of the years in the two-year period ended July 31, 2014 and since inception on August 23, 2005 through July 31, 2014 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has no revenues, has negative working capital at July 31, 2014, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Seale and Beers, CPAs
Seale and Beers, CPAs
Las Vegas, Nevada
October 23, 2014
8250 W Charleston Blvd, Suite 100-Las Vegas, NV 89117
Phone: (888)727-8251
Fax: (888)782-2351
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MEEMEE MEDIA INC.
(A Development Stage Company)
BALANCE SHEET
(Expressed in US Dollars)
The accompanying notes are an integral part of these financial statements.
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MEEMEE MEDIA INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in US Dollars)
The accompanying notes are an integral part of these financial statements.
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MEEMEE MEDIA INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
(Expressed in US Dollars)
The accompanying notes are an integral part of these financial statements.
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MEEMEE MEDIA INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
(Expressed in US Dollars)
The accompanying notes are an integral part of these financial statements.
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MEEMEE MEDIA INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
(Expressed in US Dollars)
The accompanying notes are an integral part of these financial statements.
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MEEMEE MEDIA INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in US Dollars)
The accompanying notes are an integral part of these financial statements.
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MEEMEE MEDIA INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2014
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
MeeMee Media Inc. ("we" and "the Company") was incorporated under the laws of the state of Nevada on August 23, 2005. The Company has been in the development stage since inception and has had limited operations to date. The Company's sole purpose at this time is to locate and consummate a merger and/or acquisition of an operating entity.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
Basis of Accounting
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Earnings per Share
Historical net (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity, but these potential common stock equivalents were determined to be antidilutive.
Calculation of net income (loss) per share is as follows:
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MEEMEE MEDIA INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2014
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (continued)
Earnings per Share (continued)
The following table sets forth the outstanding securities not included in the diluted net loss per common share calculation for the fiscal years ended July 31, 2014 and 2013, because their effect would be anti-dilutive:
Revenue recognition
The Company recognizes revenue on an accrual basis as it invoices for services. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured.
For the period from August 23, 2005 (inception) to July 31, 2014, the Company has not recognized any revenues.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. Management does not believe the Company is exposed to significant credit risk. Management, as well, does not believe the Company is exposed to significant interest rate and foreign currency fluctuation risks during the period presented in these financial statements. As at July 31, 2014 and 2013, the Company has cash equivalents in the amount of $ nil and $nil over the federally insured limit.
Dividends
The Company has not yet adopted any policy regarding payment of dividends. No Dividends have been paid during the period shown.
Income Taxes
The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.
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MEEMEE MEDIA INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2014
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (continued)
Year-end
The Company has selected July 31 as its year-end.
NOTE 3. GOING CONCERN
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future.
At July 31, 2014 the Company has limited cash resources and will likely require new financing, either through loans from officers, debt financing, equity offerings or business combinations to continue the development of its business; however, there can be no assurance that management will be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events is indeterminable. 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.
As of July 31, 2014, the Company has never generated any revenues and has accumulated losses of ($2,665,025) since inception. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.
NOTE 4. RECENT PRONOUNCEMENTS
We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
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MEEMEE MEDIA INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2014
NOTE 5. STOCKHOLDERS' EQUITY
Common Stock
The Company is authorized to issue 150,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. As of July 31, 2014 and 2013, the Company had 33,375,000 and 31,490,000 common shares, respectively, issued and outstanding.
On August 28, 2013, the Company issued 25,000 shares of unregistered restricted common stock valued at $0.25 per share in lieu of outstanding debt totaling $6,250 for professional services rendered.
On September 9, 2013, the Company issued 250,000 shares of unregistered common stock at $0.50 per share for a total of $125,000 cash and cash equivalent.
On October 3, 2013, the Company issued 510,000 shares of unregistered common stock at $0.21 per share for a total of $107,100 cash.
On October 21, 2013, the Company issued an aggregate of 200,000 shares of unregistered common stock to non-related service providers pursuant to a consulting agreement entered into during the period. The shares were valued at $120,000 based on the fair market value of the stock on the date the shares were issued.
On October 31, 2013, the Company issued 250,000 shares of unregistered common stock to a non-related service provider pursuant to a financial advisory agreement entered into during the period. The shares were valued at $150,000 based on the fair market value of the stock on the date the shares were issued.
On December 2, 2013, the Company issued 100,000 shares of unregistered common stock at $0.50 per share for a total of $50,000 cash.
On December 5, 2013, the Company issued 250,000 shares of unregistered common stock at $0.50 per share for a total of $125,000 cash.
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MEEMEE MEDIA INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2014
NOTE 5. STOCKHOLDERS' EQUITY (continued)
Common Stock
On December 23, 2013, the Company issued 100,000 shares of unregistered common stock at $0.50 per share for a total of $50,000 cash.
On February 3, 2014, the Company entered into a Secured Promissory Note in the principal amount of $1,000,000 (the "Note"), a Security Agreement and Common Stock Purchase Warrant with an accredited investor. In connection with the Note, the Company granted the investor 100,000 shares of unregistered common stock valued at $0.50 per share based on the fair market value of the stock on the date the shares were issued.
On May 21, 2014, the Company issued 100,000 shares of unregistered common stock to a non-related service provider pursuant to a consulting agreement. The shares were valued at $35,000 based on the fair market value of the stock on the date the shares were issued.
Warrants
On February 3, 2014 the Company entered into a Secured Promissory Note, a Security Agreement and a Common Stock Purchase Warrant (the "February Warrant") with an accredited investor. The February Warrant provides for the grant of warrants to purchase up to 3,000,000 shares of the Company's common stock to the Investor with a 5 year term at an exercise price of $0.50 per share. The fair value of the warrants granted was estimated at the date of granting using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 0.07%, volatility factor of 506.18%, and a weighted average expected life of 5 years. The Company assigned a relative fair market value to the Warrants in the amount of $107,143, which was recorded as a discount and amortized over the life of the Note.
On October 9, 2014 the February Warrant was amended. Please refer to "Note 9. Subsequent Events" for details.
NOTE 6. RELATED PARTY TRANSACTIONS
As at July 31, 2014, an aggregate of $646,732 (July 31, 2103 - $178,105) was recorded as consulting fees for consulting services rendered by the officers of the Company.
NOTE 7. NOTES PAYABLE
On February 3, 2014, the Company entered into a Secured Promissory Note in the principal amount of $1,000,000 (the "Note"), a Security Agreement and Common Stock Purchase Warrant (the "February Warrant") with an accredited investor (the "Investor").
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MEEMEE MEDIA INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2014
NOTE 7. NOTE PAYBLE (continued)
The Note provides that all unpaid principal, together with the then accrued interest and any other amounts payable hereunder, shall be due and payable on the date which is the first to occur between (i) the closing of the Company's previously announced acquisition of a Latin American mobile services target (the "Acquisition"); or (ii) six (6) months after the date of the Note.
The amount of outstanding principal under the Note bears interest at a rate of one percent (1%) per month; provided, however, upon the occurrence of an uncured event of default under the Note, the outstanding principal at the time of such uncured event of default shall accrue at the rate of seventeen percent (17%) per annum during the period of time which the event of default is continuing and not cured, and the amount of any and all such default interest shall be payable on demand by the Investor. The obligations of the Company under this Note are secured pursuant to the terms of the Security Agreement which grants the Investor a first-priority security interest and lien against the Company's assets. In connection with the Note, the Company granted the Investor 100,000 shares of Company common stock.
The debt issue costs were amortized over the life of the loan (six months) and recorded as $50,000 in interest expense during the period. The Company also granted the Investor piggyback registration rights and the same registration rights (if any) granted to the investors in any Company financing completed in connection with the Acquisition.
On October 9, 2014 the Note was amended. Please refer to "Note 9. Subsequent Events" for details.
NOTE 8. PROVISION FOR INCOME TAXES
The Company provides for income taxes under ASC 740 which requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.
ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
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MEEMEE MEDIA INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2014
NOTE 8. PROVISION FOR INCOME TAXES
The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 39% to the net loss before provision for income taxes for the following reasons:
Net deferred tax assets consist of the following components as of:
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $nil for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
NOTE 9. SUBSEQUENT EVENTS
Effective October 9, 2014, the Company amended the Secured Promissory Note and the February Warrant so that (i) the maturity date of the Secured Note was extended from August 3, 2014 to August 3, 2015; (ii) all interest due under the Secured Note as of August 3, 2014 was capitalized; (iii) the exercise price under the Warrant was reduced from $0.50 per share to $0.25 per share, and the exercise price under the Warrant may be reduced to a reset price as follows: (a) if the average of the closing prices of the Company common stock for the fifteen trading days after October 31, 2014 is less than $0.25 per share, than the exercise price shall be reset to such less price; and (b) if the Company issues shares in an acquisition financing at a price per share less than $0.75 per share, then the exercise price shall be reduced to a price equal to the price per share in the financing multiplied by 0.333.
In connection with the Amendment, the Company also issued the Holder an additional Common Stock Purchase Warrant dated October 9, 2014 (the "New Warrant") to purchase up to 5,000,000 shares of Company common stock. The New Warrant has a term of 5 years and an exercise price of $0.25 per share, subject to a reduction under the same reset conditions as provided in the February Warrant.
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ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no disagreements on accounting and financial disclosures from the inception of the Company through the date of this Form 10-K. Our financial statements for the last two fiscal years ended July 31, 2014 and 2013, included in this report have been audited by Seale and Beers, CPAs, 8250 W. Charleston Blvd., Suite 100, Las Vegas, Nevada 89117, as set forth in their report included herein.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures as of July 31, 2014 and based on that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are not effective due to the deficiencies in our internal control over financial reporting described below.
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company's internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.
Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2014. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:
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1.
Lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
2.
Inadequate segregation of duties consistent with control objectives; and
3.
Ineffective controls over period end financial disclosure and reporting processes.
Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Limitations on Effectiveness of Controls and Procedures
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our control systems are designed to provide such reasonable assurance of achieving their objectives. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Inherent Limitations Over Internal Controls
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. 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.
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Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting that occurred during the last quarter of our fiscal year ended July 31, 2014 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
Attestation Report of the Registered Public Accounting Firm
This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report on Form 10-K.
Remediation of a Material Weakness in Internal Control Over Financial Reporting
We recognize the importance of the control environment as it sets the overall tone for the organization and is the foundation for all other components of internal control.
As of July 31, 2014 we have not taken action to correct the material weaknesses identified in our internal control over financial reporting. Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in connection with the aforementioned weaknesses, will implement the following remediation measures:
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
We anticipate that these initiatives will be at least partially, if not fully, implemented by July 31, 2015. Additionally, we plan to test our updated controls and remediate our deficiencies by July 31, 2015.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
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PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Identification of Directors and Executive Officers
The following are our directors and executive officers and significant employees during the last fiscal year.
Name
Age
Title
Positions Held
Martin Doane
President, Principal Financial
Officer, Secretary, Treasurer and
a member of the Board of
Directors
Secretary: July 25, 2010
President: April 3, 2013
Principal Executive Officer: April 3, 2013 - June 10, 2013
Principal Financial Officer & Treasurer: July 11, 2013
Director: July 16, 2010
Ira Rubenstein
Principal Executive Officer
(retired) and a member of the
Board of Directors
Director: June 10, 2013
Principal Executive Officer: June 10, 2013 - February 25, 2014
Paul Amsellem
Principal Executive Officer and a
member of the Board of
Directors
February 25, 2014
Background of Officers and Directors
Martin Doane, President, Principal Financial Officer, Secretary, Treasurer and Director
Martin Doane is a graduate of the University of Western Ontario and Osgoode Hall Law School and has been a practitioner of law since 1989. His industry and legal endeavors have supplied him with a global network of professionals, entrepreneurs, and capital sources on which to draw for MeeMee Media's business.
In June 2006, Martin Doane founded Ubequity Capital Partners, Inc., an international merchant and investment bank based in Toronto, Canada, and currently serves as its President and CEO. From April 2005 to November 2009 he also served as the CEO of Silverback Media PLC, (currently Adenyo Inc.) headquartered in Toronto, Canada, which he grew in less than 3 years from an idea to a multi-national mobile solutions group, with a revenue base of $25 million and 100+ employees. Silverback Media PLC was a global e-marketing company with operations in London, Toronto, Paris and Los Angeles. Silverback owned and operated interactive, online and mobile advertising and marketing networks, providing e-marketing services and technology solutions that assist marketers in increasing their customer bases and sales.
During the past five years, Martin Doane has served as a director of Northern Empire Energy Corp. (OTCPK:NOEEE) from March 2012 to September 2013.
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Ira Rubenstein, Director
Mr. Rubenstein brings to the Company more than 15 years of devising and launching game-changing digital and new media strategies for large media corporations as well as smaller entrepreneurial businesses. From May 2011 through May 2013 he was the Executive Vice President of Digital Marketing with 20th Century Fox; a Theatrical films/Entertainment company. While employed with 20th Century Fox, Mr. Rubenstein managed all digital marketing including web site design and development, social media strategy and execution, and development/distribution of mobile, apps, games and digital videos. He established innovative digital marketing organization that has produced multiple groundbreaking programs and partnerships, and driven unprecedented online exposure for major motion pictures such as Avatar, Prometheus, Chronicle, Rise of the Planet of the Apes and XMen First Class.
From April 2008 to May 2011 he worked for Marvel Entertainment/ The Walt Disney Company as the Executive Vice President of Global Digital Media Group. During his employment with Marvel/The Walt Disney Company he was responsible for all digital marketing strategy and execution for Marvel including: mobile, games, digital publishing, web site, and social media.
Paul Amsellem, Chief Executive Officer & Director
Paul Amsellem comes to the role of MeeMee CEO with an extensive record of success, spanning more than twenty years in the mobile, digital media, technology, marketing and advertising spheres. Mr. Amsellem began his career at Wunderman (a WPP company) where he oversaw the data analytics group. He then founded, ran and sold two pioneering European mobile media companies: PhoneValley and Cellcast Interactif. In 2006, Mr. Amsellem acted as CEO of Adenyo Europe; a mobile marketing, advertising and analytics solutions provider through to June 2010. From March 2010 to present date, he has been the acting CEO of Appcity and beginning September 2010 through to present date, has led Nemapp; an exclusive European mobile and digital media consulting firm specializing in investment, marketing and strategy. During his tenure with Nemapp, he has worked with many substantial public and private sector clients. In February 2011 to date, Mr. Amsellem has served as CEO of Mobile Network Group (EPA:ALMNG) and June 2011 to March 2012, as COO and a Board member with Nokia France (NYSE:NOK). Mr. Amsellem is the co-founder of the Mobile Marketing Association in France and has assisted with its development throughout Europe. Most recently, he has joined Labcity as CEO from September 2013 to date. These roles afforded Mr. Amsellem the privilege of working at the highest levels with many of the largest carriers, media companies, brands and advertising agencies in the world.
Terms of Office
The Company's directors are appointed for a one-year term to hold office until the next annual general meeting of the Company's stockholders or until or until he or she resigns, or is removed in accordance with the Company's bylaws and the provisions of the Nevada Revised Statutes.
The Company's officers are appointed by the Company's Board of Directors and hold office until removed by the Board or until he or she resigns.
Involvement in Certain Legal Proceedings
During the past ten years, Messrs. Doane, Rubenstein and Amsellem have not been the subject of the following events:
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1.
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
2.
Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.
The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;
i)
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
ii)
Engaging in any type of business practice; or
iii)
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
4.
The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;
5.
Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6.
Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7.
Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i)
Any Federal or State securities or commodities law or regulation; or
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ii)
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
iii)
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
Committees of the Board and Financial Expert
Our Board of Directors held no formal meetings during the twelve month period ended July 31, 2014. All proceedings of the Board of Directors were conducted by resolutions consented to in writing by the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada Revised Statutes and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held. We do not presently have a policy regarding director attendance at meetings.
We do not currently have standing audit, nominating or compensation committees, or committees performing similar functions. Due to the size of our board, our Board of Directors believes that it is not necessary to have standing nominating or compensation committees at this time because the functions of such committees are adequately performed by our Board of Directors. We do not have a nominating or compensation committee charter as we do not currently have such committees. We do not have a policy for electing members to the board.
The Company does not presently have, among its officers and directors, a person meeting considered an "audit committee financial expert" as defined in Item 401 of Regulation S-K and given our financial circumstances, we do not anticipate seeking an audit committee financial expert to join the committee in the foreseeable future.
It is anticipated that the Board of Directors will form separate audit, compensation and nominating committees at such time as the Company's operations have expanded.
- 38 -
Nominations to the Board of Directors
Our directors take a critical role in guiding our strategic direction and oversee the management of the Company. Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the stockholders, diversity, and personal integrity and judgment.
In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.
In carrying out its responsibilities, the Board will consider candidates suggested by stockholders. If a stockholder wishes to formally place a candidate's name in nomination, however, he or she must do so in accordance with the provisions of the Company's Bylaws.
Compensation Committee Interlocks and Insider Participation
No interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3, 4 and 5 delivered to us as filed with the Securities Exchange Commission, our executive officers and directors, and persons who own more than 10% of our Common Stock timely filed all required reports pursuant to Section 16(a) of the Securities Exchange Act.
Code of Ethics
The Company has not adopted a code of business conduct and ethics for directors, officers and employees.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following table summarizes all compensation awarded to, earned by, or paid to our executive officers as of July 31, 2014 for all services rendered in all capacities to us during the last three completed fiscal years.
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Executive Officer Compensation Table
Non-
Equity
Nonqualified
Name
Incentive
Deferred
All
and
Stock
Option
Plan
Compensation
Other
Principal
Salary
Bonus
Awards
Awards
Compensation
Earnings
Compensation
Total
Position
Year
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
Ira Rubenstein,
237,500
14,232
251,732
former Principal
88,105
4,699
92,804
Executive Officer
(resigned 2/25/14)
& Director
Martin Doane,
360,000
360,000
President, Principal
90,000
90,000
Financial Officer,
Secretary, Treasurer
and Director
Paul Amsellem,
35,000
35,000
Principal Executive
Officer & Director
Raniero Corsini,
former President,
former Principal
Financial Officer,
former Principal
Accounting Officer,
former Treasurer and
former Director
(resigned 7/11/13)
- 40 -
Employment Agreements
On June 10, 2013, the Company entered into a Management Services Agreement (the "Agreement") to compensate Martin Doane for executive management services rendered to the Company. The Agreement provides for a term of employment beginning May 1, 2013 and shall continue from year to year thereafter until his employment or the Agreement is terminated. Mr. Doane will receive an annual base salary of $360,000, payable monthly in arrears and will also be entitled to an annual bonus of up to 150% of his base salary which will be paid in January of the year following the applicable bonus year. He will also be entitled to receive certain benefits generally provided to senior employees of the Company.
On May 23, 2013, in connection with his appointment as principal executive officer, the Company entered into an employment agreement with Ira Rubenstein. Mr. Rubenstein was entitled to receive an annual base salary of $475,000, payable monthly in arrears. The employment agreement provided for, among other things, an employment term commencing May 23, 2013 and continued through to February 25, 2014 at which time the employment agreement was terminated upon his resignation as principal executive officer of the Company.
In connection with his appointment as principal executive officer, Mr. Amsellem received an interim compensation of $7,500 monthly for the period from March 2014 through June 2014 and monthly compensation of $5,000 for the month of July 2014.
Securities Authorized for Issuance Under Compensatory Plans
None.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to the Company's financial performance, stock price or any other measure.
Options/SAR Grants
No individual grants of stock options, whether or not in tandem with stock appreciation rights ("SARs") and freestanding SARs have been made to our executive officers, or directors or employees during the current fiscal year. No stock options have been previously granted.
Compensation of Directors
We have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.
- 41 -
Director Compensation Table
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
Fees
Earned
Non-Equity
Nonqualified
or
Incentive
Deferred
All
Paid in
Stock
Option
Plan
Compensation
Other
Cash
Awards
Awards
Compensation
Earnings
Compensation
Total
Name
($)
($)
($)
($)
($)
($)
($)
Ira Rubenstein
Martin Doane
Paul Amsellem
Potential Payments Upon Termination or Change-in-Control
SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the company.
We currently have no employment agreements nor any compensatory plans or arrangements with any of our executive officers that may result from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer's responsibilities following a change-in-control.
Indemnification of Directors and Executive Officers and Limitation of Liability
Nevada Law
Section 78.7502 of the Nevada Revised Statutes permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:
(a)
is not liable pursuant to Nevada Revised Statute 78.138, or
(b)
acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
In addition, Section 78.7502 permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:
- 42 -
(a)
is not liable pursuant to Nevada Revised Statute 78.138; or
(b)
acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, the corporation is required to indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.
Section 78.752 of the Nevada Revised Statutes allows a corporation to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.
Other financial arrangements made by the corporation pursuant to Section 78.752 may include the following:
(a)
the creation of a trust fund;
(b)
the establishment of a program of self-insurance;
(c)
the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation; and
(d)
the establishment of a letter of credit, guaranty or surety
No financial arrangement made pursuant to Section 78.752 may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.
Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to an undertaking to repay the amount if it is determined by a court that the indemnified party is not entitled to be indemnified by the corporation, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:
(a)
by the stockholders;
(b)
by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
(c)
if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion, or
(d)
if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
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ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth the beneficial shareholdings of those persons or entities who beneficially hold five percent or more of the Company's common stock, and our directors and executive officers as a group, as of July 31, 2014, with the computation being based upon 33,375,000 shares of common stock being outstanding. Each person has sole voting and investment power with respect to the shares of common stock shown and all ownership is of record and beneficial.
Direct Amount of
Percent
Name of Beneficial Owner
Beneficial Owner
Position
of Class
(3)
Officers and Directors
Martin Doane (1)
17,000,000
President, Principal Financial Officer, Secretary, Treasury and Director
50.94%
Ira Rubenstein
Director
0%
Paul Amsellem
Principal Executive Officer & Director
0%
All Officers and Directors as a
Group (2 Persons)
17,000,000
50.94%
Principal Stockholders
2251442 Ontario Inc. (1)
36 Lombard Street, Suite 700
Toronto, Ontario M5C 2X3
17,000,000
Principal Stockholder
50.94%
Fast - Cede & Co. (2)
Box 20
Bowling Green Station
New York, NY
9,946,100
Principal Stockholder
29.80%
(1)
Represents shares held in the name of 2251442 Ontario Inc., for which Ubequity Capital Partners Inc.; 36 Lombard Street, Suite 700, Toronto, ON M5C 2X3, is the sole shareholder. The voting and disposition power of the shares controlled by Ubequity is shared by Ubequity's two Global Managing Directors; Bill Calsbeck and Martin Doane.
(2)
Cede & Co. acting as a depository service for beneficial holders of the Company's common stock, holds an aggregate of 9,946,100 common shares. The beneficial owners of such shares are not known to the Company.
(3)
Percentage based on 33,375,000 shares of common stock outstanding on July 31, 2014.
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ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
During the year ended July 31, 2014 an aggregate of $646,732 (July 31, 2013 - $178,105) was recorded as consulting fees paid to the officers of the Company.
As at July 31, 2014, $25,000 (July 31, 2013 - $25,000) is owing to a company controlled by our president for loans advanced.
In August 2013, Mr. Doane our president, principal financial officer, secretary, treasurer and director provided us with office space to conduct our business. Mr. Doane did not receive any remuneration for the use of the office space.
Review, Approval or Ratification of Transactions with Related Persons
We rely on our Board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our Board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person's immediate family. Transactions are presented to our Board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our Board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our Board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.
Director Independence
Our common stock is currently quoted on the OTC QB market and is not listed on the Nasdaq Stock Market or any other national securities exchange. Accordingly, we are not currently subject to the Nasdaq continued listing requirements or the requirements of any other national securities exchange. Nevertheless, in determining whether a director or nominee for director should be considered "independent" the board utilizes the definition of independence set forth in Rule 4200(a)(15) of the Nasdaq Marketplace Rules. Pursuant to that definition, one of the members of our Board of Directors is independent.
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ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
$
5,900
$
6,600
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:
$
-
$
-
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:
$
-
$
-
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
$
-
$
-
(5) Our audit committee's pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approves all accounting related activities prior to the performance of any services by any accountant or auditor.
(6) The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full time, permanent employees was 0%.
- 46 -
PART IV
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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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 behalf by the undersigned, thereto duly authorized on this 27th day of October 2014.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons and on behalf of the registrant and in the capacities and on the dates indicated.
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EXHIBIT INDEX
- 49 -