Item 1. Business.
Overview
We were founded as a sole proprietorship on August 26, 2013. We changed our structure to a corporation on August 17, 2015, by incorporating in the State of Nevada. We were founded by Kenneth T. Moore to commercialize an online marketplace for buyers and sellers of goods and services.
Our principal executive office is located at 201 S.E. 15th Terrace, Suite 203, Deerfield Beach, Florida 33431 and our telephone number is 954-464-1642. Our website is located at www.PostAds.com.
Operations
We operate an online marketplace at www.PostAds.com which provides a platform for buyers and sellers to purchase new and used goods and services. Because we offer an internet site where buyers are charged no fees and sellers of products and services can list their products and services without charge in all categories other than employment and personal ads, we expect to generate a large number of registered users who place product and service ads. After the inventories of product and service ads are generated, we expect to generate revenue from premium placement, ad enhancements and advertisements on our website directed at visitors to our site. We also plan to generate revenue from two paid ad categories, employment and personals. There is no assurance that we will be successful in these efforts.
We completed our initial website in August of 2015 and completed enhanced features of our site in April of 2016. Since our inception, we have placed over 18,995 free ads and obtained 4,577 registered users of the Post Ads marketplace.
We plan to convert our registered users into paying users by offering enhanced listings to increase the visibility of the ad. Because we offer free ads in all categories other than employment and personal, we expect our registered user base and product and service offerings to continually increase over time.
Our key activities to date include: (i) development of the business plan and plan of operations for the Post Ads Marketplace; (ii) development of the retail and fee-for-service features of the Post Ads Marketplace (iii) development of the auction platform of the Post Ads Marketplace; (iv) creation of our classified ad categories and features for the Post Ads Marketplace; (v) entering into an agreement with our website developer; (vi) creating features allowing visitors to become registered users of our online marketplace (vii) setting up our initial website to generate registered users, (viii) obtaining 4,577 registered users, (ix) placing more than 18,995 ads without charge and screening the ads prior to placement to ensure compliance with our terms of service, and (x) completing our website and enhancing its features including functionality and security features.
We plan to attempt to raise additional equity financing and procure loans to fund our future operations though there is no assurance we will succeed. We have not generated meaningful revenues from our business operations and are dependent on our ability to raise capital. If we are unable to raise all the capital we are seeking we may have to reduce our planned expenditures to a level where we can continue to operate until we obtain necessary financing. If we cannot obtain such financing and do not generate sufficient revenue to fund our operations, we may have to curtail or cease operations.
The PostAds Marketplace
Our marketplace is structured so that we offer sellers free listings in all categories other than employment and personal ads so that we can continuously increase our registered users. As the number of visitors for free product and service listings grows, the PostAds marketplace will become an attractive platform for sellers and other businesses seeking to purchase listing enhancements and advertising for their products and services. For sellers of goods and services, our goal is to provide the most effective and economical posting of ads on the internet. Sellers can post classified ads for free for products and services. All users of the site can view all posted ads without charge. Because we are an internet based business, our success depends upon attracting visitors to our site. To date, we have placed over 18,995 ads without charge on the PostAds Marketplace. This resulted in 4,577 registered non-paying users.
Because the product and service ads are free, we expect to generate a large inventory of ads. After the inventories of ads are generated, we expect to be able to sell premium placement, ad enhancements and advertisements on our site to non-paying and paying sellers of goods and services.
To buy and sell on our marketplace, visitors must open an online account by completing a one (1) page fill in the blank form that includes the user’s name, street address, email and whether the account is for personal or business use.
Listing Categories
Our platform offers the four listing categories:
· Retail Store Fronts
· Fee-For-Service Store Fronts
· Auction Listings
· Classified Ads
Upon receiving a request for an ad, paid or unpaid, it is reviewed by us to ensure the ad complies with our terms of services which prohibits ad placements that are unlawful, obscene, harassing or threatening.
Retail & Fee-For-Service Store Fronts
Our marketplace offers sellers of new and used goods and service providers the ability to create a unique user friendly internet storefront without the hassle and time required to manage their own website.
For services providers, our dashboard allows them to use a storefront to offer their service by category and by postal code. Service providers can personalize their listing by their type of service, service areas, availability, and Service provider rates.
Our Retail and Fee-For-Service Store fronts offering the following features:
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A unique URL path that allows the seller to advertise in emails, on websites, etc. and drive traffic to their own store front.
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An "off" StoreFront option to use during set up and maintenance.
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A "StoreFront" column that is displayed on our category pages to drive traffic from our category pages to the seller’s store front page.
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Display of Seller’s logos and slogans.
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User friendly StoreFront templates.
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Ability to create and populate store front 'extra pages' to provide more information to visitors.
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Ability to create newsletters where visitors are able to subscribe directly from the store front.
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Analytics that provide information to sellers about the traffic to their particular store front.
Auctions
We believe a key advantages of our auction service over other services is that we offer auction ads without charge and we do not impose a final fee for auctioned items. We offer sellers using our auction feature, the ability to purchase premium placement, ad enhancements and advertisements of their items. Our marketplace provides sellers with three types of auctions:
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Standard Auction. In standard actions, users bid against each other for individual or group items. Whatever is described within the details of the auction is what's up for bid. At the end of the auction the highest bidder wins the item being auctioned.
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Buy Now Action. In a Buy Now Action, a listing is placed. Within that listing there is be a Buy Now link that allows the Buyer to purchase the item for a set price established by the Seller.
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Dutch Auction. In a Dutch Auction, Sellers list multiple items for sale and each bidder can win one or more of the total items listed with conditions designated by the Seller
The auction feature is designed to generate revenue by charging users for enhancements to their listing such as featured item, top of listing, and banner ads etc.
Classified Ads
We offer classified ad postings into primary categories with subcategories. The primary categories are:
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For Sale
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Classes
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Gigs
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Real Estate
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Pets
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Community
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Boats
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Jobs
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Trucks
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RV’s
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Aviation
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Personals
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Autos
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Services
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Motorcycles
Classified ad listings under “Jobs” and “Personal” categories are paid listings. The PostAds Marketplace allows users to search employment ads and personal ads by location and ads in the employment category include:
• Accounting
• Education
• Home Based
• Real Estate
• Transportation
• Architecture
• Engineering
• Human Resources
• Retail/Wholesale
• TV/Film/Video
• Art & Design
• Food & Beverage
• Legal
• Technology
• Other
• Bio-Tech
• General
• Manufacturing
• Salon/Spa/Fitness
• Business
• Government
• Marketing
• Security
• Clerical
• Health & Fitness
• Medical
• Skilled Trades
• Customer Service
• Hotel
• Non-Profit
• Sales/Business
Development
Revenues
We plan to generate revenues from:
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Monthly Seller fees of $6.95 per month for each retail store front listing,
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Monthly Seller fees $6.95 per month for each service store front listing,
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Charging for ads in the Jobs category which currently has a fee of $5.00 per listing for a 30-day ad and personals category which has fees ranging from $1.00 to $15.00 depending on the category and ad duration, and
· Charging Sellers for ad enhancements to sellers.
Ad Enhancements. We plan to offer ad enhancements to sellers (including retail store front listings, service store front listings, action listings and classified ad listings) as follows:
· Banner Advertisements. Banner Advertisements are small rectangular advertisements that appear on pages of the PostAds Market Place. When a user clicks on a banner advertisement, it will take the user to a particular advertiser's storefront or listing. Banner advertising fees range from $2.99 to $99.00 depending upon ad size, location and number of categories,
· Bulk Advertisements. The PostAds Bulk Uploader allows users to create multiple ads from a single transaction of data stored in a spreadsheet file and upload that file to multiple pages of the PostAds Market Place. Bulk advertising is free.
· Ad-Ons. Ad-On are enhancements to listings such as colored text, graphics and icons. Fees for Ad-On range from 0.25 to $3.00 per item, and
· Premium Placement Fees. Premium placement fees allow a user to select optimum locations for their ad or listing such as top of the page or first listing of the category. Premium placement fees range between $1.00 and $3.00 depending upon location.
The Chart below summarizes the ad enhancements we offer:
All transactions are processed through PayPal. We do not charge fees to purchasers on the PostAds marketplace.
PostAds Marketplace Features
A key feature of the PostAds Marketplace is the search feature that allows buyers of goods and services to locate particular items of interest within the various areas of our website using a keyword search. The search feature allows the user to search within specific listing categories and by geographic region. Our bulk uploader allows sellers to post multiple advertisements and listings in multiple categories at the same time. As summarized below, our site offers user friendly features to enhance the PostAds experience. The enhanced version of the site was launched in April 2016.
Our PostAds platform offers sellers the following features:
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"Payment Gateway" Seller to buyer payment gateway for classified ads. Buy now feature for auction ads.
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"My Account" pages allow sellers to edit their account settings any time.
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"Listing" process is very simple to use. Our site guides sellers through each step of the process which only takes a minute or two before their listing is live on the site.
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"My Active Listings" page allows sellers to view a list of their "Active Listings" on the site, as well as, edit those listings.
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"My Expired Listings" page allows sellers to view listings that have recently expired on the site.
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"Messaging System" gives sellers the ability to communicate with buyers directly from the site without having to open up its email client. Message system offers a "private" setting for sellers to keep their email private from other sellers and buyers on the site.
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"Browse by thumbnails" feature allows for the first photo a seller uploads to be displayed as a thumbnail image while visitors are browsing the site.
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"Seller's Other Listings" link is conveniently located on the listing display page for its potential buyers to view all of its other listings that are currently active on the site.
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"Tell-a-Friend" link on each listing display page allows visitors to its listing to quickly send a listing's details to a friend using the site's messaging system.
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"Contact Seller" link is explicitly located on each listing page for its buyers to contact sellers directly with any questions they may have concerning its listing. The listing title is automatically included in the message that is sent for quick reference.
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"Listing Extras" features allow sellers to add additional indicators to its listing to attract more attention from potential buyers while they are browsing the site.
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"Featured Listing" status gives its listing some additional exposure at the top of all browse listing pages.
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"Better Placement" feature gives its listing priority (higher placement within table) over other listings within that same category.
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"Bolding" feature bolds the text in its listing and changes the background color for additional attention.
Our PostAds platform offers buyers of goods and services the following features:
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"Payment gateway" Payment gateway to purchase items directly from a seller.
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"My Account" pages allow buyers to edit their account settings any time.
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"Listing Favorites" allows a buyer to keep a list of his or her "Listings to Watch". Add as many listings to the list as the buyer desires and delete items at any time within the buyer’s personal account page.
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"Advanced Search" page allows the buyer to narrow his or her search or expand the search to meet exact specifications.
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"Messaging System" gives a buyer the ability to communicate with a seller directly from this site without having to send personal email. If the seller replies to a message through the Message system, that message is stored on the site for the buyer to retrieve at a later time.
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"Seller's Other Listings" link is conveniently located on the ad display page for the buyer to view all of a particular seller's listings that are currently active on the site.
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"Tell-a-Friend" link on each listing display page allows buyers to quickly send a listing's details to a friend using the site's messaging system. No need for email!
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"Browse by thumbnails" allows a buyer to browse the site previewing thumbnail images of listings without having to first click through to the listing details page.
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"Contact Seller" link is easily located on each listing page for buyers to contact the sellers directly with any questions concerning a listing.
Benefits of the PostAds Marketplace
We believe the PostAds Marketplace offers benefits not found with other on line shopping platforms particularly for smaller buyers and sellers of inexpensive items because we plan to offer the primary features found on other auction sites like Ebay without the fees that they charge. We provide different platforms to buyers and sellers including auctions, storefronts and classified ads. We do not charge fees to buyers and we offer basic listings without charge to the Seller in all categories other than classified ads for employment and personals. Ebay in most instances charges an item insertion fee as well as a final value fee (percentage of sale price) making it costly for smaller sellers to list their items for sale. This fee in turn increases the price paid by small buyers. By not charging these fees and offering ad enhancements that are optional, we may be able to attract smaller sellers and buyers that are unwilling to pay the fees charged by Ebay. Craigslist provides classified ads but it does not offer an auction platform nor on their classifieds do they offer a user storefronts or listing enhancements. Similarly, Ebay does not offer classifieds. We are not aware of any marketplaces offering the combination of platforms that we offer. We also believe that by offering store fronts, classifieds and auctions, we are able to migrate other online marketplace users to our website.
Marketing
We also plan to attract visitors by developing our “PostAds Marketplace” brand name and “No Fees for Buyers” slogan to attract visitors to our PostAds Marketplace.
Our marketing strategy involves converting our registered members to paying users. We plan to accomplish this by sending monthly newsletters with updates and company information. We started this in July of 2016.
We plan to also conduct the following marketing activity:
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We completed our initial email marketing and print materials targeting retail store front owners in April of 2016, and plan to deliver these materials in September of 2016 and use this as an ongoing method of marketing.
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We started social media postings using Facebook in July of 2016. We plan to launch social media campaigns on Twitter, Facebook, Linked-in and other websites to create recognition of our market place and drive traffic to our website beginning October of 2016, and use this as an ongoing form of marketing.
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We completed our initial email marketing and print materials targeting service providers for our fee-for-service store fronts in May of 2016, and plan to deliver these materials in October of 2016 and use this as an ongoing form of marketing.
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In November of 2016, we plan to establish Google AdWords and search engine optimization campaigns to drive traffic to our website.
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In December of 2016, we plan to develop email marketing and print materials to attract potential advertisers to our website.
We believe that a marketing mix of email and social media campaigns and internet advertising is an optimal strategy to increase revenues.
Employees
We have a total of one (1) full time employee consisting of our President, Chief Executive Officer and Director, Kenneth T. Moore. We employ two (2) part-time employees, consisting of our Chief Financial Officer, Colm J. King and another employee who provides bookkeeping, clerical and administrative services on an as needed basis. We use the services of outside consultants on an as needed basis.
None of our employees are represented by a collective bargaining agreement, nor have we experienced any work stoppages. We believe that we maintain good relationships with our employees.
Property
Our corporate headquarters is located in Deerfield Beach, Florida where we occupy approximately 369 square feet under a lease that expires in November 2018 and is renewable each year for an additional term of one year. We use this facility for our principal administration, technology, development and research activities. We believe that our current facility is suitable and adequate to meet our ongoing needs and that, if we require additional space, we will be able to obtain additional facilities.
Dependence on a Few Customers
We are not dependent on one or a few customers.
Raw Materials
We do not use raw materials in our products.
Research and Development
All of our research to date has been done by Kenneth T. Moore, our President, Chief Executive Officer and Director who is in charge of our day to day operations. We have not spent any amounts on research and development since our inception on August 26, 2013.
Competition
We believe the PostAds Marketplace offers benefits not found with other auction services particularly for smaller buyers and sellers of inexpensive items because we plan to offer the primary features found on other auction sites like Ebay without the fees that they charge. We provide basic auction listings without charge to the Seller. We also offer multiple seller platforms including store fronts, classifieds and auctions. Ebay in most instances charges an item insertion fee as well as a final value fee (percentage of sale price) making it costly for smaller sellers to list their items for sale. This fee in turn increases the price paid by small buyers. By not charging these fees and offering ad enhancements that are optional, we may be able to attract smaller sellers and buyers that are unwilling to pay the fees charged by Ebay. Craigslist does not offer an auction platform nor on their classifieds do they offer a user storefronts or listing enhancements. Similarly, Ebay does not offer classifieds. We are not aware of any marketplaces offering the combination of platforms that we offer. We also believe that by offering store fronts, classifieds and auctions, we will be able to migrate other online marketplace users to our website.
The online product and service marketplace is highly competitive and rapidly changing. Our ability to compete depends upon many factors within and outside our control, including the performance and reliability of our marketplace, customer service, marketing efforts and development of our brand name and slogan. Due to the relatively low barriers to entry we expect additional competition from other emerging companies. Many of our existing and potential competitors are substantially larger than us and have significantly greater financial, technical and marketing resources. As a result, they may be able to respond more quickly to new or emerging technologies for our products. There can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressure will not have a material adverse effect on our business, operating results and financial condition.
Item 1A.
Item 1A. Risk Factors.
Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, our financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other information in this Form 10-K. If any of these risks actually occur, our business, financial condition, results of operations and prospects could be adversely affected. As a result, the price of our common stock could decline and you could lose part or all of your investment.
Our ability to successfully operate our business and achieve our goals and strategies is subject to numerous risks including:
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Because we do not have an audit or compensation committee, shareholders must rely on our sole officer and director Kenneth T. Moore, who is not independent, to perform these functions.
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Our Chief Executive Officer and director, Kenneth T. Moore has voting control over all matters submitted to a vote of our common stockholders because of his ownership of 20,000,000 common shares and 2,000,000 shares of Series A Preferred Stock that provide him with an aggregate of 100,000,000 votes, he holds 120,000,000 out of 133,036,400 votes representing 90.2% of the votes on all matters submitted to our stockholders, which prevents our minority shareholders from having the ability to control any of our corporate actions.
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There is substantial doubt about our ability to continue as a going concern as a result of our limited operating history and financial resources, and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.
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We are an early stage company with no historical performance for you to base an investment decision upon.
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We are dependent upon the sale of our securities to fund our operations.
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If we are unable to generate sufficient revenues for our operating expenses we will need financing, which we may be unable to obtain.
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We are dependent on our ability to convert free users of the PostAds Marketplace into paying customers.
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Expenses required to operate as a public company will reduce funds available to develop our business.
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Third parties can develop the same website portal we have which may negatively affect our revenues.
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If we fail to develop our brand cost-effectively, our business may be adversely affected.
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We are dependent upon the efforts of our sole officer and director, Kenneth T. Moore who has no experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting.
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Our obligations as an SEC reporting company may require significant management time which will reduce the amount of time our sole officer and director can dedicate to our operations.
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The offering price of the common shares being registered on behalf of the Selling Stockholders has been arbitrarily determined by us and bears no relationship to any criteria of value.
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Our common stock is not currently quoted or listed and may never be quoted or listed by the OTC Markets or any other listing or quotation service and if listed, no market may ever develop for our common stock, or if developed, may not be sustained in the future.
Emerging Growth Company
We are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest of:
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The last day of our fiscal year during which we have had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every five (5) years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;
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The last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective IPO registration statement;
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The date on which we have, during the previous three (3) year period, issued more than $1,000,000,000 in non-convertible debt; or
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The date on which we are deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.
As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment and the effectiveness of the internal control structure and procedures for financial reporting.
As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which requires the shareholder approval of executive compensation and golden parachutes. These exemptions are also available to us as a Smaller Reporting Company.
We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
Risks Related to Our Financial Condition
There is substantial doubt about our ability to continue as a going concern as a result of our limited operating history and financial resources, and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.
For the years ended December 31, 2017 and 2016 we incurred net losses of $222,018 and $1,614,068, respectively. As a result, our independent registered public accounting firm has included an explanatory paragraph in their audit opinion that we may be unable to continue as a going concern. Our limited operating history and financial resources raises substantial doubt about our ability to continue as a going concern and our financial statements contain a going concern qualification. Our financial statements do not include adjustments that might result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.
We are an early stage company with no historical performance for you to base an investment decision upon, and we may never become profitable.
We are an early stage company and as of the date of this filing, we have generated minimal revenue from operations. We have generated minimal revenue from operations since our inception. For the years ended December 31, 2017 and 2016 we incurred net losses of $222,018 and $1,614,068, respectively.
Accordingly, we have a limited operating history upon which you may evaluate our prospects for achieving our business objectives in light of the risks, difficulties and uncertainties frequently encountered by early stage companies such as us. Accordingly, before investing in our common stock, you should consider the challenges, expenses and difficulties that we will face as an early stage company with a limited operating history.
We will require additional financing before we begin generating revenues and we may be unable to obtain such financing which would cause you to lose your investment in our common shares.
We have generated minimal revenue since inception. We will need to obtain additional financing in order to complete our business plan because we have not generated revenues from our operations. We do not have any arrangements for outside financing and we may be unable to locate financing on favorable terms or at all. For the years ended December 31, 2017 and 2016 we incurred net losses of $222,018 and $1,614,068, respectively. Because we lack historical financial data, including revenue data, our future revenues are unpredictable.
We will require approximately $10,000 per month or $120,000 over the next twelve (12) months to meet our operational costs, which consist of rent, advertising, salaries and other general, administrative expenses and costs of compliance with SEC reporting obligations. As of the date of this Form 10-K, we had no cash on hand which is insufficient to pay for our operating costs for one (1) month. If we do not receive additional financing, we will be unable to implement our business plan which would prevent us from generating revenues and cause you to lose your investment in our common stock.
We plan to attempt to raise additional equity financing and procure loans to fund our future operations though there is no assurance we will succeed. We have not generated meaningful revenues from our business operations and are dependent on our ability to raise capital. If we are unable to raise all the capital we are seeking we may have to reduce our planned expenditures to a level where we can continue to operate until we obtain necessary financing. If we cannot obtain such financing and do not generate sufficient revenue to fund our operations, we may have to curtail or cease operations.
Expenses required to operate as a public company will reduce funds available to us and could negatively affect our results of operations, cash flow and financial condition.
Operating as a public company is more expensive than operating as a private company. As a public company we will require additional funds to obtain outside assistance from legal, accounting, investor relations, and other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements. We anticipate that the cost of SEC reporting will be approximately $5,000 monthly or $60,000 annually. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition. If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the OTC Markets OTCQB, or, if we have secured a qualification, we may lose the qualification and our securities would no longer trade on OTC Markets OTCQB. Further, if we fail to meet these obligations and consequently fail to satisfy our SEC reporting obligations, investors will then own stock in a company that does not provide the disclosure available in quarterly, annual reports and other required SEC reports that would be otherwise publicly available leading to increased difficulty in selling their stock due to our becoming a non-reporting issuer.
Risks Related to Our Business
If we are unable to establish strong brand recognition of the PostAds online platform with online buyers and sellers of goods and services, we will not be able to generate revenues.
The online goods and services marketplaces are driven by brand name recognition and reputation. We must use conventional and unconventional marketing strategies to build brand recognition of our PostAds online marketplace. Brand recognition will establish a position in the online goods and services marketplace market and if successful, will help us generate revenues. If we do not establish our brand name, we will not be able to generate revenues and our business would fail.
Our success depends on our ability to convert the free users of the PostAds Marketplace into paying customers.
We offer free ads to sellers of goods and services in all categories other than employment and persona ads to promote usage, brand awareness and registered users of our website. Some sellers placing free ads never convert to paid customers. To the extent that free users do not convert to paying customers, we will not realize any benefit from this aspect of our business strategy, and our ability to generate meaningful revenue could be harmed.
If buyers and sellers of online goods and services do not accept our platform, it could cause you to lose your investment.
We are dependent upon the success of our online marketplace. Should online buyers and sellers of goods and services not be responsive to our marketplace, we will be unable to generate sufficient revenues to become profitable. There are numerous online platforms offering goods and services online and new platforms are frequently introduced. Only a relatively small number account for a significant portion of net revenue in the online goods and services industry. Our platform may not be desired by consumers, or competitors may develop online marketplaces that imitate or compete with us, and take our targeted revenue stream away from us or reduce our ability to generate revenues. If our competitors develop more successful platforms, our future revenues will be negatively impacted.
Our business is subject to extensive government regulation and oversight which could have a negative impact on our financial condition.
We are subject to laws and regulations affecting our operations in a number of areas, including data privacy requirements, prohibited items and stolen goods, tax, advertising, auctions of goods, digital content, real estate, billing, ecommerce, promotions, quality of services, as well as laws and regulations intended to combat money laundering and the financing of terrorist activities.
Additionally, it is not always clear how laws and regulations governing matters relevant to our business, such as property ownership, copyrights, trademarks, and other intellectual property issues, taxation, libel and defamation, and obscenity apply to our businesses. Many of these laws were adopted prior to the advent of the Internet, mobile, and related technologies and, as a result, do not contemplate or address the unique issues of the Internet and related technologies. Many of these laws, including some of those that do reference the Internet are subject to interpretation by the courts on an ongoing basis and the resulting uncertainty in the scope and application of these laws and regulations increases the risk that we will be subject to private claims and governmental actions alleging violations of those laws and regulations.
Compliance with these laws, regulations, and similar requirements may be onerous and expensive, and variances and inconsistencies from jurisdiction to jurisdiction may further increase the cost of compliance and doing business. Any such costs, which may rise in the future as a result of changes in these laws and regulations or in their interpretation, could individually or in the aggregate make our online marketplace less attractive to our customers, delay the introduction of new features or services, or cause us to change or limit our business practices. There can be no assurance that we and our employees, contractors, or agents will not violate such laws and regulations or our policies and procedures. Our failure to comply with laws and regulations applicable to our business could expose us to significant damage awards, fines and other penalties that could, individually or in the aggregate, materially harm our financial condition.
Our failure to comply with the laws of foreign jurisdictions where we operate could negatively impact our financial condition. We offer the PostAds marketplace in will be increasingly obligated to comply with the laws of the countries or markets buyers and sellers of the PostAds marketplace are located. Because our services will be accessible in some foreign jurisdictions and we facilitate sales of goods and provide services to users in these jurisdictions, one or more jurisdictions may claim that we or our users are required to comply with their laws based on the location of our servers or one or more of our users, or the location of the product or service being sold or provided in an ecommerce transaction. Laws regulating Internet, mobile and ecommerce technologies outside of the United States are generally less favorable to us than those in the United States. Compliance may be more costly or may require us to change our business practices or restrict our service offerings, and the imposition of any regulations on us or our users may harm our business. In addition, we may be subject to multiple overlapping legal or regulatory regimes that impose conflicting requirements on us (e.g., in cross-border trade). Our failure to comply with foreign laws could subject us to penalties ranging from criminal prosecution to significant fines to bans on our services, in addition to the significant costs we may incur in defending against such actions which would harm our financial condition.
Technology changes rapidly in the online marketplace industry and if we fail to anticipate or successfully implement new technologies into our platform, our revenues will be negatively impacted.
Rapid technology changes in the online goods and services industry require us to anticipate new technologies and enhancements to our website which we must implement and develop in order to be competitive. Our competition may be able to achieve them more quickly and effectively than we can. Our website and its functionality may be technologically inferior to our competitors’ and less appealing to users. Any failure to adapt to, and appropriately allocate resources among, new technologies would harm our competitive position, and negatively impact our future revenues.
We are planning to use third parties to develop portions of the PostAds online platform. We will have less control over third parties because we cannot control their personnel, schedule or resources. It will be more difficult to detect design faults and software errors. Any such fault or error could cause design and/or software modifications delays or defects and would likely have a detrimental impact on our business. Any of these factors could cause users to reject our platform. If this happens we could lose anticipated revenues and you could lose your investment.
We may not be able to compete effectively against other online marketplaces.
We face strong competition from well-established companies that have established online marketplaces with brand recognition and greater financial resources than we have. We will be at a competitive disadvantage in gaining brand recognition, employees, financing and other resources required to make our online marketplace successful. Our opportunity to attract online buyers and sellers may be limited by our financial resources and lack of recognition of the PostAds marketplace. If we are unable to effectively compete with other online goods and services marketplaces, our business will fail and you will lose your entire investment.
As our business grows, we will need to attract additional managerial employees which we might not be able to do.
We have two officers; one of whom is our sole director. Kenneth T. Moore is our Chief Executive Officer, President and sole Director and Colm J. King is our Chief Financial Officer. In order to grow and implement our business plan, we may need to add managerial talent in sales, technology, and finance. There is no guarantee that we will be successful in adding such managerial talent which could negatively impact our plan of operations.
We currently have no protection by any trademarks, patents and/or other intellectual property registrations. If we are unable to protect our intellectual property rights, our proposed business will fail.
We recently applied for trademark protection of our logo and the PostAds Marketplace name. There is no assurance protection will be granted. At present we are planning to enter into non-disclosure agreements with employees to protect our trade secrets. Despite our precautions taken to protect our trade secrets, unauthorized parties may attempt in the future to reverse engineer and/or copy our online platform. If they are successful it could create more competition for us and even cause our proposed business operations to fail.
We are a startup company and we will encounter significant risks in developing our business.
We are a startup company. Our business and prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. We have nominal revenues from operations and are dependent upon the sale of our securities to fund our future plans. There is no assurance we will be successful or ever generate revenues from operations. An investment in our common shares represents significant risk and you may lose all or part of your entire investment.
If we cannot generate revenues we will be unable to pay our operating expenses and, which could cause us to suspend or cease operations. Our ability to generate revenues and operate profitability is dependent upon our ability to:
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Complete development of our online marketplace,
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Attract online buyers and sellers of goods and services,
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Convert an adequate percentage of our sellers into paying customers of premium listings and advertisements,
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Attain customer loyalty in light of competition,
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Increase awareness of the PostAds brand name,
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Attract, retain and motivate qualified personnel who can successfully assist us in implementing our business plan, and
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Develop and maintain strategic relationships with sellers.
Based upon current plans, we expect to incur operating losses in future periods until revenues are sufficient to fund operations. Failure to generate enough revenues for us to become profitable may cause us to suspend or cease activities.
We are dependent on the sale of our securities to fund our operations.
We have generated nominal revenues from operations. We will need to obtain additional financing in order to complete our business plan because we currently do not have any income. We do not have any arrangements for outside financing. We are dependent on the sale of our securities to implement our business plan and fund our operations. There is no assurance we will be able to obtain future funding for our operations from the sale of our securities. The future issuance of our securities will result in substantial dilution in the percentage of our common stock held by our then existing stockholders, and would likely have an adverse effect on any trading market for our common stock. Obtaining financing would be subject to a number of factors, including investor acceptance. These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us. If we do not obtain additional financing our business will fail.
We may not be able to attract enough paying sellers to operate profitably. If we do not make a profit, we may have to suspend or cease operations.
We are a developing company and do not have substantial capital and must be selective in marketing of our online marketplace. We plan to generate revenues from fees charged to sellers. Our online platform will be marketed through public relations, search engine optimization, search engine keyword advertising, and social media advertising. Because we have limited marketing resources, we may not be able to attract sufficient sellers to our platform. We will need to obtain additional financing in order to complete our business plan because we currently do not have revenues from operations. We do not have any arrangements for financing and we may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor acceptance. These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us. If we do not obtain additional financing our business will fail.
A permanent loss of data or a permanent loss of service on the Internet will have an adverse effect on our operations and will cause us to be less effective in the industry.
Our operations depend on the Internet. If we permanently lose data or permanently lose Internet service for any reason, be it technical failure or criminal acts, our online platform will not function effectively and you could lose your investment.
None of our technology or business model is proprietary.
The hurdles to enter the online goods and services industry is low. The technology required to commence operations for any potential competitor are available from third party providers. Our business model, with few exceptions, is not new and can be readily adopted by those with a basic knowledge of the services marketplace industry.
Risks Related To Our Management
Should we lose the services of Kenneth T. Moore, one of our two officers and our sole director, our operations and financial condition may be negatively impacted.
Our future depends on the continued contributions of Kenneth T. Moore, one of our two officers and our sole director, who would be difficult to replace. Mr. Moore’s services are critical to the management of our business and operations. We do not maintain key man life insurance on Mr. Moore. Should we lose the services of Mr. Moore, we may be unable to replace his services with equally competent and experienced personnel and our operational goals and strategies may be adversely affected, which will negatively affect our potential revenues.
One of our two officers and sole director has voting control over all matters submitted to a vote of our common stockholders, which will prevent our minority shareholders from having the ability to control any of our corporate actions.
As of the date of this filing, we had 33,036,400 shares of common stock outstanding, each entitled to one (1) vote per common share. Our President, Chief Executive Officer and Director, Kenneth T. Moore controls 20,000,000 shares which entitle the holder to one (1) vote per share and 2,000,000 preferred shares which entitle the holder to fifty (50) votes per share. As such, the aggregate number of common shares controlled by Mr. Moore effectively entitles him to vote approximately 120,000,000 out of 133,036,400 votes outstanding or 90.2% of our outstanding common shares on all matters submitted to a vote of our common stockholders. As a result, he has the ability to determine the outcome of all matters submitted to our stockholders for approval, including the election of directors. Mr. Moore’s control of our voting securities may make it impossible to complete some corporate transactions without his support and may prevent a change in our control. In addition, this ownership could discourage the acquisition of our common stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our common stock.
Risks Related to Our Common Stock
The offering price of the common shares registered on behalf of the Selling Stockholders has been arbitrarily determined by us and bears no relationship to any criteria of value; as such, investors should not consider the offering price or value to be an indication of the value of the shares being registered.
Currently, there is no public market for our common stock. The offering price for the common shares registered on behalf of the Selling Stockholders named in our registration statement had been arbitrarily determined by us and is not based on assets, operations, book or other established criteria of value. Thus, investors should be aware that the offering price does not reflect the book value, market price or other recognized criteria representing the value of our common shares.
We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.
The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our common stock will be a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our common shares and may affect the ability of purchasers to sell any of our common shares in the secondary market.
For any transaction (other than an exempt transaction) involving a penny stock, the rules require delivery, prior to such transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made regarding sales commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.
We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock is exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.
Sales of our common stock under Rule 144 could reduce the price of our stock.
None of our outstanding common shares are currently eligible for resale under Rule 144. In general, persons holding restricted securities in a SEC reporting company, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any ninety (90) day period, and must resell the shares in an unsolicited brokerage transaction at the market price. If substantial amounts of our common stock become available for resale under Rule 144, prevailing market prices for our common stock will be reduced.
Our common stock is not currently quoted or listed and may never be quoted by the OTC Markets or any other listing or quotation service. If we fail to continue filing reports under Section 15(d) of the Securities Exchange Act of 1934 in the future, our common shares (if listed or quoted) would no longer be eligible for quotation, which could reduce the value of your investment.
We file periodic reports with the Securities and Exchange Commission as required under Section 15(d). However, if in the future we fail to continue filing reports under Section 15(d), our common stock can no longer be quoted by the OTC Markets, which could reduce the value of your investment. Of course, there is no guarantee that we will be able to meet the requirements to be able to cease filing reports under Section 15(d), in which case we will continue filing those reports in the years after the fiscal year in which this registration statement is declared effective. We are required to continue to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and ten percent (10%) stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity.
Thus the filing of a Form 8-A in such event makes our common shares continued to be able to be quoted on the OTC Markets.
Our common stock is not currently quoted or listed and may never be quoted or listed by the OTC Markets or any other listing or quotation service and if listed, no market may ever develop for our common stock, or if developed, may not be sustained in the future. Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws.
Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future. The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there might be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTC Markets, investors should consider any secondary market for our common shares to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication, which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin. Accordingly, our common shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.
We became subject to the 15(d) reporting requirements under the Securities Exchange Act of 1934, upon the effectiveness of our registration statement which does not require a company to file all the same reports and information as a fully reporting company.
Upon the effectiveness of our registration statement, we became subject to the 15(d) reporting requirements according to the Securities Exchange Act of 1934. We are required to file the necessary reports in the fiscal year that the registration statement is declared effective. After that fiscal year and provided that we have less than 300 shareholders, we are not required to file these reports. If the reports are not filed, the investors will have reduced information about us including about our business, plan of operations and financial condition. In addition, as a filer subject to Section 15(d) of the Exchange Act, we are not required to prepare proxy or information statements; our common stock will not be subject to the protection of the going private regulations; we will be subject to only limited portions of the tender offer rules; our officers, directors, and more than ten percent (10%) shareholders are not required to file beneficial ownership reports about their holdings of our common shares; that these persons will not be subject to the short-swing profit recovery provisions of the Exchange Act; and that more than five percent (5%) holders of classes of your equity securities will not be required to report information about their ownership positions in the securities.
We may, in the future, issue additional securities, which would reduce investors’ percent of ownership and may dilute our share value.
Our Articles of Incorporation authorize us to issue 90,000,000 shares of common stock and 10,000,000 shares of blank check preferred stock. As of the date of this filing, we had 33,036,400 shares of common stock and 2,000,000 shares of Series A Preferred Stock outstanding. Accordingly, we may issue up to an additional 56,963,600 shares of common stock and 8,000,000 shares of blank check preferred stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our stockholders, and might have an adverse effect on any trading market for our common stock. Our board of directors may designate the rights, terms and preferences of our authorized but unissued preferred shares at its discretion including conversion and voting preferences without notice to our shareholders.
There is no assurance of a public market or that our common stock will ever trade on a recognized stock exchange. Therefore, you may be unable to liquidate your investment in our stock.
There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA for our shares to be quoted by the OTC Markets, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.
Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common stock.
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of any future dividends will be at the sole discretion of our Board of Directors after considering whether we have generated sufficient revenues, our financial condition, operating results, cash needs, growth plans and other factors. Accordingly, investors that are seeking cash dividends should not purchase our common stock.
As an issuer of “penny stock” the protection provided by the federal securities laws relating to forward looking statements does not apply to us.
Although the federal securities law provides a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, if we are a penny stock we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.
We are an "emerging growth company," and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an "emerging growth company," as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments, not previously approved. We could be an emerging growth company for up to five (5) years, although we could lose that status sooner if our revenues exceed $1,000,000,000, if we issue more than $1,000,000,000 in non-convertible debt in a three (3) year period, or if the market value of our common stock held by non-affiliates exceeds $100,000,000 as of any April 30th date before that time, in which case we would no longer be an emerging growth company as of the following April 30th. We cannot predict whether investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
Our corporate headquarters is located in Deerfield Beach, Florida where we occupy approximately 369 square feet under a lease that expires in November 2018 and is renewable each year for an additional term of one year. We use this facility for our principal administration, technology, development and research activities. We believe that our current facility is suitable and adequate to meet our ongoing needs and that, if we require additional space, we will be able to obtain additional facilities.
Item 3.
Item 3. Legal Proceedings.
On November 7, 2016, a complaint (Oceanside Equities, Inc. v. PostAds, Inc., Case Number: CACE-16-020387-21) was filed in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida against the Company. The complaint was brought by Vincent Beatty on behalf of Oceanside Equities, Inc. in an attempt to get 998,000 shares of our common stock (the “shares”) that were cancelled and returned to treasury on August 14, 2016 and an additional $10,000 of compensation from the Company. Mr. Beatty entered into an agreement with the Company on August 18, 2015 to provide consulting services to the Company in consideration for compensation of $20,000 and the shares. Company management believes they were induced into entering the agreement by a misrepresentation of the services he would perform and as a result of his failure to perform such services, the Company’s position is that he is not entitled to the compensation. The Company has been damaged as a result of Mr. Beatty’s misrepresentations and further believes he has been unjustly enriched by the $10,000 initial payment he received from the Company as part of the compensation pursuant to the agreement. The Company intends to defend itself vigorously against this action. In light of the early stage of the litigation, the Company is unable to predict the outcome, but does not expect the outcome to have a material effect on the results of our operations.
As of December 31, 2017, other than the above-mentioned complaint, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.
See “Note 9 - Commitments and Contingencies-Legal Proceedings” in the Notes to Financial Statements.
Item 4.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II.
Item 5.
Item 5. Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. A market maker has filed the necessary documents with FINRA for our shares to be quoted on the OTC Markets OYTCQB and we are awaiting approval.
Holders of Record
As of the close of business on March 9, 2018, there were approximately 28 stockholders of record of our common stock. The number of stockholders of record is based upon the actual number of holders registered on this date with our transfer agent.
Dividend Policy
We have never declared or paid cash dividends on our capital stock. We intend to retain all available funds and future earnings and do not anticipate paying cash dividends in the foreseeable future. Any future decision to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors thinks are relevant.
Unregistered Sales of Equity Securities
Not applicable.
Item 6.
Item 6. Selected Financial Data.
The tables and information below are derived from our audited financial statements for the years ended December 31, 2017 and 2016.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes and other financial information included elsewhere on Form 10-K. This discussion, particularly information with respect to our outlook, our plans and strategy for our business and our performance and future success, includes forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report, particularly in the “Risk Factors” section.
OVERVIEW
We operate an online marketplace at www.PostAds.com which provides a platform for buyers and sellers to purchase new and used goods and services. Because we offer an internet site where buyers are charged no fees and sellers of products and services can list their products and services without charge in all categories other than employment and personal ads, we expect to generate a large number of registered users who place product and service ads. After the inventories of product and service ads are generated, we expect to generate revenue from premium placement, ad enhancements and advertisements on our website directed at visitors to our site. We also plan to generate revenue from two paid ad categories, employment and personals. There is no assurance that we will be successful in these efforts.
The PostAds Marketplace is structured so that we offer sellers free listings in all categories other than employment and personal ads so that we can continuously increase our registered users. As the number of visitors for free product and service listings grows, the PostAds marketplace will become an attractive platform for sellers and other businesses seeking to purchase listing enhancements and advertising for their products and services. For sellers of goods and services, our goal is to provide the most effective and economical posting of ads on the internet. Sellers can post classified ads for free for products and services. All users of the site can view all posted ads without charge. Because we are an internet based business, our success depends upon attracting visitors to our site. To date, we have placed over 18,995 ads without charge on the PostAds Marketplace. This resulted in 4,577 registered non-paying users.
Because the product and service ads are free, we expect to generate a large inventory of ads. After the inventories of ads are generated, we expect to be able to sell premium placement, ad enhancements and advertisements on our site to non-paying and paying sellers of goods and services.
RESULTS OF OPERATIONS
We are in the development stage since we have not commenced planned principal operations. Our activities since inception include devoting substantially all of our efforts to business planning and development. Additionally, we have allocated a substantial portion of our time and investment to the completion of our development activities to launch our marketing plan and generate revenues and to raising capital. We have generated minimal revenue from operations. The Company’s activities during the development stage are subject to significant risks and uncertainties.
The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business As reflected in the accompanying financial statements, the Company had an accumulated deficit, stockholders’ deficit and working capital deficit of $2,180,678, $213,958 and $214,824, respectively, at December 31, 2017 and for the year ended December 31, 2017, the Company had a net loss and net cash used in operating activities of $222,018 and $32,529, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
The Company plans to attempt to raise additional equity financing and procure loans to fund its operations though there is no assurance it will succeed. The Company has not generated meaningful revenues from its business operations and are dependent on its ability to raise capital. If it is unable to raise all the capital it is seeking it may have to reduce its planned expenditures to a level where it can continue to operate until it obtains necessary financing. If it cannot obtain such financing and does not generate sufficient revenue to fund its operations, it may have to curtail or cease operations.
Results and comparison of the years ended December 31, 2017 and 2016
The Company had minimal revenues of $32 and $66 for the years ended December 31, 2017 and 2016, respectively, since we had not yet initiated our sales and marketing programs and we had allocated a substantial portion of our time and investment to the completion of our development activities required in order to launch our marketing plan. The nominal revenue of $32 for the year ended December 31, 2017 is the result of users purchasing ad enhancements, even though we had not yet initiated our marketing programs. Our marketplace is structured so that we offer sellers free listings in all categories other than employment and personal ads so that we can continuously increase our registered users. With the anticipated commencement of our advertising and marketing programs during the fourth quarter of 2017 and the first quarter of 2018, we expect the number of visitors for free product and service listings to increase and we expect to be able to sell premium placement, ad enhancements and advertisements on our site to non-paying and paying sellers of goods and services. The PostAds marketplace will become an attractive platform for sellers and other businesses seeking to purchase listing enhancements and advertising for their products and services. Because we are an internet based business, our success depends upon attracting visitors to our site. To date, we have placed over 18,995 ads without charge on the PostAds Marketplace. This resulted in 4,577 registered non-paying users. Because the product and service ads are free, we expect to generate a large inventory of ads. After the inventories of ads are generated, we expect to be able to sell premium placement, ad enhancements and advertisements on our site to non-paying and paying sellers of goods and services.
Operating expenses were $222,050 and $1,614,134 for the years ended December 31, 2017 and 2016, respectively. Operating expenses for the year ended December 31, 2017 consisted of $191,000 of officer compensation and $31,050 of general and administration expenses. Operating expenses for the year ended December 31, 2016 consisted of $1,429,000 of officer compensation, $59,722 of general and administration expenses and $125,412 of consulting fees. Operating expenses and specifically officer compensation was substantially higher during the year ended December 31, 2016 as a result of the October 1, 2016 issuance of an additional 13,300,000 restricted shares of our common stock to the Company’s Chief Executive Officer as a bonus for services rendered and 1,000,000 restricted shares of our common stock to the Company’s Chief Financial Officer pursuant to and expensed over the term of his employment agreement with the Company.
The Company had net losses of $222,018 and $1,614,068 for the years ended December 31, 2017 and 2016, respectively.
Based on 33,036,400 weighted average shares outstanding for the year ended December 31, 2017, the loss per share was $0.01.
LIQUIDITY AND CAPITAL RESERVES
Sources of Liquidity
For the years ended December 31, 2016 and 2015 we generated revenues $66 and $0, respectively, from our business operations. We funded our working capital requirements through the sale of our equity securities during the fourth quarter of 2015 and the first quarter of 2016. During September and October of 2015, we sold 2,208,400 shares of common stock to nine (9) persons at the price of $.05 per share for aggregate proceeds of approximately $130,420. During January and February of 2016, we sold 370,000 shares of common stock to ten (10) persons at the price of $.05 per share for aggregate proceeds of approximately $18,500.
On August 4, 2016, we borrowed the sum of $25,000 from one of our stockholders and issued a note that bore interest at the rate of 10% per annum and was due on or before December 4, 2016. On August 30, 2016, we paid the loan back to the shareholder with a payment of $25,000 in satisfaction of all principal, and interest due of approximately $175 under the note was waived.
On August 20, 2016, we borrowed the sum of $48,000 from one of our stockholders and issued a note that bore interest at the rate of 5% per annum and was due on or before August 19, 2017. On September 16, 2016, we issued 960,000 shares valued at $.05 per share in satisfaction of all principal, and interest due of approximately $200 under the note was waived.
On October 19, 2016, the Company prepared an offering to raise capital in the amount of $800,000 by offering up to 8,000,000 shares of common stock at $.10 per share, from which no shares were sold and the Company terminated the offering on March 31, 2017.
On November 16, 2016, we borrowed the sum of $20,000 from one of our stockholders and issued a note that bore interest at the rate of 10% per annum and is due on or before November 16, 2018. Accrued interest of $250 for this loan has been recorded as part of accrued liabilities at December 31, 2016.
We are attempting to raise additional equity financing and procure loans to fund our future operations though there is no assurance we will succeed. We have not generated meaningful revenues from our business operations and are dependent on our ability to raise capital. If we are unable to raise all the capital we require we may have to reduce our planned expenditures to a level where we can continue to operate until we obtain necessary financing. If we cannot obtain such financing and do not generate sufficient revenue to fund our operations, we may have to curtail or cease operations.
We are dependent on the sale of our securities to fund our operations, and will remain so until we generate sufficient revenues to pay for our operating costs. Our officers and directors have made no written commitments with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees. We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.
If we are unable to raise the funds we will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that we will be able to raise the capital we need for our operations from the sale of our securities. We have not located any sources for these funds and may not be able to do so in the future. We expect that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to cease operations. If we fail to raise funds we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.
Net Cash Used in Operating Activities for the years ended December 31, 2017 and 2016
Net cash used in operating activities was $32,529 in the year ended December 31, 2017, primarily as a result of the net loss of $222,018 offset with amortization of stock based prepaid consulting of $75,000 and an increase in accrued officers’ salaries of $116,000.
Net cash used in operating activities was $103,481 in the year ended December 31, 2016, primarily as a result of the net loss of $1,614,068 offset by stock-based compensation expense of $1,355,000, amortization of prepaid consulting expense of $139,850 and changes in our operating assets and liabilities that provided $15,296 in cash.
Net Cash Used in Investing Activities for the years ended December 31, 2017 and 2016
Net cash used in investing activities was $600 in the year ended December 31, 2017 attributable to the purchase of computer equipment.
Net cash used in investing activities was $0 in the year ended December 31, 2016.
Net Cash Provided by Financing Activities for the years ended December 31, 2017 and 2016
Net cash provided by financing activities was $33,097 in the year ended December 31, 2017 consisting solely of proceeds from related party advances.
Net cash provided by financing activities was $87,150 in the year ended December 31, 2016 attributable to proceeds from the sale of common stock of $18,500, proceeds from related party advances of $650, proceeds from related party loans of $93,000 which was offset by repayment of related party loans in the amount of $25,000.
Contractual Obligations
Between August 13, 2015 and August 18, 2015, the Company entered into agreements with four consultants and one law firm for services. The agreements are for terms of between one month and one year. Pursuant to the terms of the agreements, the Company will pay aggregate consideration of $60,000 in cash and issue 6,796,000 shares of common stock, valued at $339,800 for financial accounting purposes. On August 14, 2016, 998,000 shares of our common stock issued to one (1) person was cancelled for non-performance.
On November 15, 2015, the Company entered into a one year lease agreement for our corporate office space. The lease is renewable each year for an additional one year term with an increase of 3% over the previous year’s rent expense. Our current annual rental expense including sales tax is approximately $8,265 before miscellaneous rent related fees.
On December 28, 2015, the Company entered into an agreement with Kenneth T. Moore to act as the Company’s Chief Executive Officer for a term of two years at an annual salary of $65,000. On October 1, 2017, the Company renewed the agreement for an additional two year term commencing December 28, 2017 at the same annual salary of $65,000.
On October 1, 2016, the Company entered into an agreement with Colm J. King to act as the Company’s Chief Financial Officer. Pursuant to the terms of the one year agreement, the Company will pay aggregate consideration of $48,000 in cash and issued 1,000,000 shares of common stock on October 1, 2016. On October 1, 2017, the Company renewed the agreement for an additional one year term commencing October 1, 2017 at the same annual salary of $48,000.
Recent Accounting Pronouncements
For information regarding our recently issued accounting pronouncements and recently adopted accounting pronouncements, please see “Note 3 - Summary of Significant Accounting Policies” in the Notes to Financial Statements.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
The supplementary financial information required by this item is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
PostAds, Inc.
Index to the Financial Statements
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of:
PostAds, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of PostAds, Inc. (the “Company”) as of December 31, 2017 and 2016, the related statements of operations, changes in stockholders’ deficit, and cash flows, for each of the two years in the period ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a net loss and cash used in operations of $222,018 and $32,529, respectively, in 2017 and has a working capital deficit, stockholders’ deficit and accumulated deficit of $214,824, $213,958 and $2,180,678, respectively, at December 31, 2017. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plan in regards to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Salberg & Company, P.A.
SALBERG & COMPANY, P.A.
We have served as the Company’s auditor since 2015.
Boca Raton, Florida
April 5, 2018
2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431
Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920
www.salbergco.com • info@salbergco.com
Member National Association of Certified Valuation Analysts • Registered with the PCAOB
Member CPAConnect with Affiliated Offices Worldwide • Member Center for Public Company Audit Firms
The accompanying notes are an integral part of these financial statements
The accompanying notes are an integral part of these financial statements
The accompanying notes are an integral part of these financial statements
The accompanying notes are an integral part of these financial statements
PostAds, Inc.
Notes to the Financial Statements
December 31, 2017 and 2016
NOTE 1 - ORGANIZATION, BUSINESS, OPERATIONS AND BASIS OF PRESENTATION
PostAds, Inc. (the “Company”) was formed on August 17, 2015 in the State of Nevada as a reorganization of a sole proprietor business with an inception date of August 26, 2013. The business was formed to provide an online platform at www.PostAds.com that offers an alternative marketplace for buyers and sellers of both new and pre-owned goods and service items (including jobs) together in an online market place that offers both retailers and service providers a forum to advertise and promote their goods and services while providing consumers a cost-effective way of locating and purchasing goods and services.
We are in the development stage since we have not commenced planned principal operations. Our activities since inception include devoting substantially all of our efforts to business planning and development. Additionally, we have allocated a substantial portion of our time and investment to the completion of our development activities to launch our marketing plan and generate revenues and to raising capital. We have generated minimal revenue from operations. The Company’s activities during the development stage are subject to significant risks and uncertainties.
NOTE 2 - GOING CONCERN AND MANAGEMENT PLANS
The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company had an accumulated deficit, stockholders’ deficit and working capital deficit of $2,180,678, $2,454 and $214,824, respectively, at December 31, 2017 and for the year ended December 31, 2017, the Company had a net loss and net cash used in operating activities of $222,018 and $32,529, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance date of this report.
The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
The Company plans to attempt to raise additional equity financing and procure loans to fund its operations though there is no assurance it will succeed. The Company has not generated meaningful revenues from its business operations and is dependent on its ability to raise capital. If it is unable to raise all the capital it is seeking it may have to reduce its planned expenditures to a level where it can continue to operate until it obtains necessary financing. If it cannot obtain such financing and does not generate sufficient revenue to fund its operations, it may have to curtail or cease operations.
From January 2016 through February 4, 2016, the Company sold 370,000 shares of common stock for aggregate proceeds of $18,500 and during the six month period ended December 31, 2016 we received loans in the aggregate amount of $93,000 from related parties, of which $25,000 was repaid, $48,000 was converted into 960,000 shares of common stock and $20,000 is payable during November 2018. During 2016 and 2017, the Company’s Chief Executive Officer advanced the Company an aggregate of $33,797 for the payment of general and administrative expenses. This amount represents non-interest bearing advances to the Company and is recorded as advances payable - officer at December 31, 2017 on the Company’s books. If the Company is unable to raise all the capital it is seeking they may have to reduce their planned expenditures to a level where they can continue to operate until they obtain the necessary financing.
PostAds, Inc.
Notes to the Financial Statements
December 31, 2017 and 2016
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Management’s Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include valuation of stock compensation and valuation of deferred tax assets.
Cash and Cash Equivalents - For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2017, there were no cash equivalents.
Net Loss per Common Share - Net loss per common share is computed pursuant to section 260-10 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive common stock equivalents during each period.
Income Taxes - Historically, the Company was treated as a sole proprietorship for income tax purposes and was not subject to federal or state income taxes; accordingly, no provision for income taxes has been made in the accompanying financial statements through August 16, 2015. The sole proprietor was required to report his income, losses, credits or other deductions on his respective income tax returns.
Beginning after August 17, 2015 when the Company changed its structure to a corporation, the Company follows the accounting guidance for uncertainty in income taxes using the provisions of Accounting Standards Codification (ASC) 740 “Income Taxes”, which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Also using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2017 and 2016, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax years that remain subject to examination are the years 2014 through 2017. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No such interest and penalties were recorded as of December 31, 2017.
Computer Equipment - Computer equipment is recorded at cost. Depreciation is recognized using the straight-line method in amounts sufficient to relate the cost of depreciable assets to operations over their estimated useful lives. Repairs and maintenance are charged to operations as incurred.
Internal-use Software and Website Development Costs - Costs incurred to develop software for internal use and the Company’s website are capitalized and amortized over the estimated useful life of the software, generally three years. The Company also capitalizes costs related to upgrades and enhancements when it is probable the expenditures will result in additional functionality or will extend the useful life of existing functionality. The Company periodically reviews internal-use software and website development costs to determine whether the projects will be completed, placed in service, removed from service, or replaced by other internally developed or third-party software. If the asset is not expected to provide any future benefit, the asset is retired and any unamortized cost is expensed.
Impairment of Long-Lived Assets - The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification relating to Impairment or Disposal of Long-Lived Assets. This standard requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company evaluated its website development costs for impairment and determined they were 100% impaired due to a lack of sufficient estimated future cash flows.
Revenue Recognition - The Company operates a platform for third-party sellers that purchase advertising on a monthly basis. Our business model allows us to make money when a seller either places an ad in a paid category, upgrades their ad with premium features and/or purchases an advertising spot on our platform to place a banner ad. We do not compete with PostAds sellers, hold inventory or sell goods. Our revenue is diversified, generated from a mix of upgraded services we provide our sellers. Our existing revenue stream consists of Seller Services revenue, which includes fees that PostAds sellers pay us for utilizing upgraded seller services such as featured listings, additional regions, better placement, highlighting, additional photos, video uploads and paid categories.
PostAds, Inc.
Notes to the Financial Statements
December 31, 2017 and 2016
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The Company recognizes revenue and provides the service to the seller when the following conditions are satisfied: (1) there is persuasive evidence of an arrangement, (2) the Company’s third-party payment processor has been paid, which evidences that the price is fixed and determinable and collectability is reasonably assured and (3) advertisement appears on website upon payment received by the third-party payment processor. The revenue is recognized pro-rata over the time period the advertisement is displayed. The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether it is the primary obligor in a transaction and has latitude in establishing pricing and selecting suppliers. Based on its evaluation of these factors, advertising revenue which is the advertising fee paid by the seller is recorded on a gross basis, since the Company is the party responsible to the seller for providing the service that is the subject of the transaction and while most fees are currently a fixed dollar amount, the Company has the ability and reasonable latitude to establish prices for the services.
There have been no chargebacks to date. If we encounter chargebacks in the future, they will be recorded as a reduction to revenue in the same period that the revenue is recognized and we may consider establishing a reserve liability.
Stock-Based Compensation - For employee stock-based awards, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option-pricing model and the expense is recognized over the service period for awards expected to vest. For stock issued to employees for other than cash the Company estimates the fair value of the shares issued based on the trading or selling price of similar shares or based on the value of the services provided, whichever is more reliable.
For non-employee stock-based awards, the Company calculates the fair value of the award on the date of grant in the same manner as employee awards; however, the unvested portion of the awards is revalued at the end of each reporting period until such time as the non-employee award is fully vested. Vested portions are recorded as prepaid assets and amortized to expense over the service periods. For stock awards to non-employees the Company estimates the fair value of the shares issued based on the trading or selling price of similar shares or based on the value of the services provided, whichever is more reliable.
Fair Value for Financial Assets and Financial Liabilities - We measure our financial assets and liabilities in accordance with United States generally accepted accounting principles. For certain of our financial instruments, including cash and cash equivalents, accounts payable and accrued and other liabilities, the carrying amounts approximate fair value due to their short maturities.
The Company follows 825-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
Level 1:
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:
Pricing inputs that are generally observable inputs and not corroborated by market data.
The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at December 31, 2016, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the years ended December 31, 2017 and 2016.
Recent Accounting Pronouncements
In May 2014, the FASB issued an accounting standards update ASU 2014-09 “Revenue from Contracts with Customers” which replaces existing revenue recognition guidance. Among other things, the updated guidance requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under ASU 2015-14, the new guidance is effective for the Company for annual reporting periods beginning after December 15, 2017 with early adoption permitted. The Company believes the effect of the guidance will not be material.
PostAds, Inc.
Notes to the Financial Statements
December 31, 2017 and 2016
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
In February 2016, the FASB issued ASU 2016-02, Leases, which requires a reporting entity to recognize right-of-use assets and lease liabilities on the balance sheet for operating leases to increase transparency and comparability. The new guidance is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. Upon adoption of this standard, the Company expects to recognize, on a discounted basis, its minimum commitments under non-cancelable operating leases on the Consolidated Balance Sheets resulting in the recording of right of use assets and lease obligations. The Company is currently evaluating whether there are any additional impacts this guidance will have on its financial statements.
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which requires credit losses on financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, not based on incurred losses. Further, credit losses on available-for-sale debt securities should be recorded through an allowance for credit losses limited to the amount by which fair value is below amortized cost. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 is permitted. We are evaluating the impact of adopting this new accounting guidance on our financial statements.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The new guidance is effective for the annual and interim periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating the effect this guidance will have on its financial statements, but does not expect it to have a significant impact on its financial statements because its balance of restricted cash does not change significantly from period to period.
NOTE 4 - COMPUTER EQUIPMENT AND SOFTWARE
Computer equipment consisted of the following at:
Depreciation expense on computer equipment was $508 and $441 for the years ended December 31, 2017 and 2016, respectfully.
NOTE 5 - LIABILITIES
Accrued liabilities - consisted of the following at:
Accrued officers’ salaries payable - consisted of the following at:
PostAds, Inc.
Notes to the Financial Statements
December 31, 2017 and 2016
NOTE 6 - ADVANCES
Advances payable - officer - consisted of the following at:
Advances payable - officer represents non-interest bearing advances to the Company by the Company’s Chief Executive Officer, utilized to pay general and administrative expenses.
NOTE 7 - LOANS PAYABLE
Loan payable - related party - consisted of the following at:
On August 4, 2016, we borrowed the sum of $25,000 from our stockholder Florence Weiss who is the mother of Steve Weiss, a principal shareholder and a related party of the Company. The note bore interest at the rate of 10% per annum and was due on or before December 4, 2016. On August 30, 2016, we paid the loan back to Ms. Weiss with a payment of $25,000 in satisfaction of all principal, and interest due of approximately $175 under the note was waived.
On August 20, 2016, we borrowed the sum of $48,000 from our stockholder Michael Gleicher, the holder of 20,000 shares of our common stock. The note bore interest at the rate of 5% per annum and was due on or before August 19, 2017. On September 16, 2016, we issued 960,000 shares valued at $.05 per share based on the last sale of stock, in satisfaction of all principal, and interest due of approximately $200 under the note was waived.
On November 16, 2016, we borrowed the sum of $20,000 from our stockholder Florence Weiss who is the mother of Steve Weiss, a principal shareholder and a related party of the Company. The note bears interest at the rate of 10% per annum and is due on or before November 16, 2018. Accrued interest of $2,250 and $250 for this loan has been recorded as part of accrued liabilities as of December 31, 2017 and 2016, respectively.
NOTE 8 - STOCKHOLDERS EQUITY
Common Stock and Series A Preferred Stock
The Company’s Articles of Incorporation authorize the issuance of 90,000,000 common shares at $0.001 par value per share. The company’s Articles of Incorporation authorize the issuance of 10,000,000 shares of Series A Preferred Stock at $0.001 par value per share. The Board of Directors has the power to designate the rights and preferences of the Series A Preferred stock and issue in one or more series. Each share of Series A Preferred Stock has 50 votes on all matters submitted to a vote of the Company’s shareholders and there are no other rights designated.
The Company granted 6,796,000 common shares relating to agreements entered into by the Company between August 13, 2015 and August 18, 2015 with four consultants and one law firm for services. The shares for services were valued at the contemporaneous private placement offering price of $0.05 per share resulting in a total value of $339,800 with a final amount of $83,600 expensed in 2016.
In 2016, 370,000 shares of common stock were subscribed for under a 2015 offering of common stock at $0.05 per share with an aggregate amount of $18,500 received by the Company.
On August 18, 2015, the Company entered into an agreement with Oceanside Equities, Inc., a Florida corporation controlled by our stockholder, Vincent Beatty. This agreement provides that we will pay Oceanside Equities 998,000 shares of our common stock for consulting services. On August 18, 2015, we issued the 998,000 shares of common stock to Oceanside Equities, Inc. as required by the agreement. We valued these shares at the price of $.05 per share or an aggregate price of $49,900 which was expensed over the service period through August 2016. Oceanside Equities, Inc. did not provide the services required by the agreement and on August 14, 2016, the 998,000 common shares issued to Oceanside Equities were cancelled. (See Note 9 - Legal Proceedings)
PostAds, Inc.
Notes to the Financial Statements
December 31, 2017 and 2016
NOTE 8 - STOCKHOLDERS EQUITY (continued)
On August 20, 2016, the Company borrowed the sum of $48,000 from our stockholder Michael Gleicher, the holder of 20,000 shares of our common stock. The note accrued interest at the rate of 5% per annum and was due on or before August 19, 2017. On September 16, 2016, we issued 960,000 shares valued at $.05 per share in satisfaction of all principal, and interest due under the note was waived.
On October 1, 2016, the Company issued 13,300,000 vested restricted shares of our Common Stock to Kenneth T. Moore our President, Chief Executive Officer and Sole Director as a bonus for services rendered to us. The shares were valued at the contemporaneous private placement offering price of $0.10 per share resulting in a total value of $1,330,000 for financial accounting purposes with the total amount expensed in October of 2016. Both before and after the issuance to Mr. Moore, he had the ability to determine the outcome of all matters submitted to a vote of our stockholders.
On October 1, 2016, the Company entered into an agreement with Colm J. King to act as the Company’s Chief Financial Officer. Pursuant to the terms of the one (1) year agreement, the Company will pay aggregate consideration of $48,000 in cash and issued 1,000,000 shares of common stock on October 1, 2016, valued at the contemporaneous private placement offering price of $0.10 per share resulting in a total value of $100,000 for financial accounting purposes with the total amount to be expensed over the terms of the agreement through September 30, 2017. $25,000 of the total stock value of $100,000 was expensed in 2016 with the remaining $75,000 value expensed in 2017. The agreement was renewed for an additional year on October 1, 2017 which will pay aggregate consideration of $48,000 in cash.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
Service Agreements
Between August 13, 2015 and August 18, 2015, the Company entered into agreements with four consultants and one law firm for services. The agreements are for terms of between one month and one year. Pursuant to the terms of the agreements, the Company will pay aggregate consideration of $60,000 in cash and issue 6,796,000 shares of common stock, valued at $339,800 for financial accounting purposes. As of December 31, 2016 all shares have been issued. (See Note 9 - Legal Proceedings)
Lease Agreement
On November 15, 2017, the Company renewed a one year lease agreement for our corporate office space upon verbal agreement with its landlord. Pursuant to the terms of our original lease dated November 15, 2015, the lease was renewable for one extended term of one year with a three percent increase in the annual base rent for each additional lease term agreed upon. Our current annual rental expense including sales tax is approximately $8,265, payable in monthly installments, before miscellaneous rent related fees, and renewable for one additional year pursuant to verbal agreement with the landlord.
The following table represents the Company’s future minimum rent payments under its current operating lease agreement for our corporate office space as of December 31, 2017:
Employment Agreements
On December 28, 2015, the Company entered into an agreement with Kenneth T. Moore to act as the Company’s Chief Executive Officer for a term of two (2) years at an annual salary of $65,000. On October 1, 2017, the Company renewed its agreement with Kenneth T. Moore to act as the Company’s Chief Executive Officer for an additional two (2) year term commencing December 28, 2017 at the same annual salary of $65,000. As of December 31, 2016 and 2017, the Company had not yet paid $18,125 and $83,125, respectively, of Mr. Moore’s salary and these amounts are included in accrued officers’ salaries payable at December 31, 2016 and 2017.
PostAds, Inc.
Notes to the Financial Statements
December 31, 2017 and 2016
NOTE 9 - COMMITMENTS AND CONTINGENCIES (continued)
Employment Agreements
On October 1, 2016, the Company entered into an agreement with Colm J. King to act as the Company’s Chief Financial Officer. Pursuant to the terms of the one (1) year agreement, the Company will pay aggregate consideration of $48,000 in cash and issued 1,000,000 shares of common stock on October 1, 2016, valued at the contemporaneous private placement offering price of $0.10 per share resulting in a total value of $100,000 for financial accounting purposes with the total amount to be expensed over the terms of the agreement through September 30, 2017. On October 1, 2017, the Company renewed its agreement with Colm J. King to act as the Company’s Chief Financial Officer for an additional one (1) year term commencing October 1, 2017 at the same annual salary of $48,000. As of December 31, 2016 and 2017, the Company had not yet paid $9,000 and $60,000, respectively, of Mr. King’s salary and these amounts are included in accrued officers’ salaries payable at December 31, 2016 and 2017. During 2017, the Company expensed the remaining $75,000 of the $100,000 stock consideration pursuant to the terms of Mr. King’s October 1, 2016 agreement with the Company. The remaining $75,000 expensed during the year ended December 31, 2017, represented the period from January 1, 2017 to September 30, 2017 and was recorded as prepaid stock based consulting fees at December 31, 2016 on the Company’s books.
Legal Proceedings
On November 7, 2016, a complaint (Oceanside Equities, Inc. v. PostAds, Inc., Case Number: CACE-16-020387-21) was filed in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida against the Company. The complaint was brought by Vincent Beatty on behalf of Oceanside Equities, Inc. in an attempt to get 998,000 shares of our common stock (the “shares”) that were cancelled and returned to treasury on August 14, 2016 (see Note 8) and an additional $10,000 of compensation from the Company. Mr. Beatty entered into an agreement with the Company on August 18, 2015 to provide consulting services to the Company in consideration for compensation of $20,000 and the shares. Company management believes that they were induced into entering into the agreement by a misrepresentation of the services he would perform and as a result of his failure to perform such services, the Company’s position is that he is not entitled to the compensation. The Company has been damaged as a result of Mr. Beatty’s misrepresentations and further believes he has been unjustly enriched by the $10,000 initial payment he received from the Company as part of the compensation pursuant to the agreement. The Company intends to defend itself vigorously against this action. In light of the early stage of the litigation, the Company is unable to predict the outcome, but does not expect the outcome to have a material effect on the results of our operations.
As of December 31, 2017, other than the above-mentioned complaint, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.
NOTE 10 - RELATED PARTY TRANSACTIONS
Accrued officers’ salaries payable in the amounts of $143,125 and $27,125 are recorded on the Company’s books at December 31, 2017 and 2016, respectively. (See Note 5 - LIABILITIES)
Advances payable - officer in the amounts of $33,797 and $700 are recorded on the Company’s books at December 31, 2017 and 2016, respectively. (See Note 6 - ADVANCES)
Loan payable - related party in the amount of $20,000 is recorded on the Company’s books at December 31, 2017 and 2016. (See Note 7 - LOANS PAYABLE)
On October 1, 2016, the Company issued 13,300,000 vested restricted shares of our Common Stock, at a total value of $1,330,000, to our Chief Executive Officer for services rendered. (See Note 8 - STOCKHOLDERS EQUITY)
On October 1, 2016, the Company issued 1,000,000 restricted shares of our Common Stock, at a total value of $100,000, to our Chief Financial Officer, pursuant to his employment agreement with the Company. (See Note 8 - STOCKHOLDERS EQUITY)
On October 1, 2017, the Company renewed its agreement with Kenneth T. Moore to act as the Company’s Chief Executive Officer for an additional two (2) year term commencing December 28, 2017 at the same annual salary of $65,000. (See Note 9 - COMMITMENTS AND CONTINGENCIES - Employment Agreements)
On October 1, 2017, the Company renewed its agreement with Colm J. King to act as the Company’s Chief Financial Officer for an additional one (1) year term commencing October 1, 2017 at the same annual salary of $48,000. (See Note 9 - COMMITMENTS AND CONTINGENCIES - Employment Agreements)
NOTE 11 - SUBSEQUENT EVENTS
During the period from January 2018 through March 2018, the Company’s Chief Executive Officer advanced approximately $27,000 to the Company to pay general and administrative expenses.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Management, our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2017. “Disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to the company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2017 at the reasonable assurance level.
Management’s Report on Internal Controls over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2017 based on the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, our management has concluded that its internal control over financial reporting was effective as of December 31, 2017 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified during the fourth quarter ended December, 31, 2017 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Controls
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving the desired control objectives. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.
Item 9B.
Item 9B. Other Information.
None.
PART III.
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
OFFICERS AND DIRECTOR
Set forth below is the name, age, position and background of our executive officers and director. Executive officers are elected annually by our Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board of Directors, or his successor is elected and qualified. Directors are elected annually by our shareholders at the annual meeting. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.
Kenneth T. Moore, President, Chief Executive Officer and Director
Kenneth T. Moore, age 55, is our Founder and has served as our Chief Executive Officer, President and Director from the inception of PostAds in.2015. From August of 2014 until August of 2015, Mr. Moore served as a detention officer at the Florida Department of Juvenile Justice. From July of 2013 until September of 2013, he was a Cargo Operations Supervisor at McRobert Maritime Security. From January of 2013 until July of 2013, he was self-employed as a Trucking Owner Operator. Mr. Moore received certification as a Correctional Officer from Miami Dade Community College in 1991.
Colm J. King, Chief Financial Officer
Colm J. King, age 60, has served as our Chief Financial Officer since October 2016. Mr. King also serves as the Chief Executive Officer of Oasis Communities, Inc. (Private Developer of Residential Community in Central America) since March of 2013 in addition to providing financial, executive and corporate regulatory compliance services to numerous private and public entities since 2008. Previous positions and services provided by Mr. King include serving as Chief Financial Officer of Sonant Systems, Inc. (Telecom Provider) from September 2014 to March 2015, serving as Chief Financial Officer of Bio-Nucleonics, Inc. (Private Biotech Development Company) from February 2011 to February 2013, serving as Chief Executive Officer of Cavit Sciences, Inc. (Biotech Development Company) from April 2006 to November 2008, serving as Chief Executive Officer of Hard to Treat Diseases, Inc. (Biotech Development Company) from October 2003 to April 2006, employed by Berkovits, Lago & Company, LLP, a public accounting firm, providing audit compliance and consulting services to the firm's publicly held clients from January 2003 to October 2003, serving as Chief Financial Officer of Peregrine Industries, Inc. (Manufacturing Company) from March 2002 to November 2002, serving as Chief Financial Officer of NetGain Development, Inc. (Internet Development Company) from November 2000 to March 2002 and employed by BDO Seidman, LLP in New York City providing audit compliance and consulting services to the firm's publicly held clients from 1998 until 2000. Mr. King received a B.S. in Business Administration from St. Thomas Aquinas College, became licensed for practice as a Certified Public Accountant in New York State in November 1987 (currently inactive and not registered) and is a member of the American Institute of Certified Public Accountants.
AUDIT COMMITTEE
The Board of Directors plans to establish an The Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 to oversee PostAds corporate accounting and financial reporting processes and audits of its financial statements.
Item 11.
Item 11. Executive Compensation.
SUMMARY COMPENSATION TABLE
Our Board of Directors determines the compensation paid to our executive officers based upon the years of service to us, whether services are provided on a full time basis and the experience and level of skill required. In addition, we may award our officers and directors shares of common stock as non-cash compensation as determined by the Board of Directors from time to time. The Board of Directors will base its decision to grant common stock as compensation on the level of skill required to perform the services rendered and time committed to providing services to us.
The following table shows for the fiscal years ended December 31, 2017 and 2016 compensation awarded to, paid to or earned by PostAds named executive officers:
•
Kenneth T. Moore, our President, Chief Executive Officer and sole Director
•
Colm J. King, our Chief Financial Officer
SUMMARY COMPENSATION TABLE FOR FISCAL 2017 AND 2016
(1)
(2)
Amounts shown in this column do not reflect dollar amounts actually received by the named executive officer. The dollar amounts in this column represent the grant date fair value of any shares expensed during the fiscal year ended December 31, 2017 and 2016.
On October 1, 2016, the Company issued an additional 13,300,000 restricted shares of our Common Stock to Kenneth T. Moore our President, Chief Executive Officer and Sole Director as a bonus for services rendered to us. For financial accounting purposes, the shares were valued at the contemporaneous private placement offering price of $0.10 per share resulting in a total value of $1,330,000 with the total amount expensed in October of 2016.
(3)
On October 1, 2016, the Company entered into an agreement with Colm J. King to act as the Company’s Chief Financial Officer. Pursuant to the terms of the one (1) year agreement, the Company will pay aggregate consideration of $48,000 in cash and issued 1,000,000 shares of common stock on October 1, 2016. For financial accounting purposes, the shares were valued at the contemporaneous private placement offering price of $0.10 per share resulting in a total value of $100,000 with the total amount to be expensed over the terms of the agreement through September 30, 2017.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information regarding the ownership of PostAds Common Stock and Series A Preferred Stock as of December 31, 2017 and March 9, 2018 by: (i) each director; (ii) each of the executive officers named in the Summary Compensation Table; and (iii) all those known by PostAds to be beneficial owners of more than five percent of its common stock.
(1)
Based on 33,036,400 shares of common stock issued and outstanding as of December 31, 2017 and March 9, 2018. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.
(2)
Amount does not include 2,000,000 shares of Series A Preferred Stock held by Kenneth T. Moore which entitle him to fifty (50) votes per share or an aggregate of 100,000,000 votes on all matters submitted to a vote of our common stockholders. As such, Mr. Moore holds an aggregate of 120,000,000 out of 133,036,400 votes representing approximately 90.2% of the votes on matters submitted to our stockholders which enables him to control the outcome of all matters submitted to a vote of our stockholders.
(3) Represents 1,900,000 common shares which Keith Moore received as a gift from his brother, Kenneth T. Moore, our Chief Executive Officer, President and Director. Kenneth T. Moore received the shares he gifted pursuant to a reorganization from a sole proprietorship to a corporation.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
On August 17, 2015, we issued 9,000,000 common stock shares to Kenneth T. Moore, our President, Chief Executive Officer and Director as a recapitalization pursuant to our reorganization from a sole proprietorship to a C corporation. On December 29, 2015, Kenneth T. Moore, gifted 1,900,000 common shares to his brother Keith Moore and 400,000 common shares to Frank Rocco, a personal friend.
On December 29, 2015, we entered into an agreement with Kenneth T. Moore, our President, Chief Executive Officer and Director to provide services to us. The agreement has a term of two (2) years and requires us to pay $1,250 per week to Mr. Moore for his services as our President and Chief Executive Officer. On October 1, 2017, Mr. Moore’s agreement with the Company was renewed for an additional two years commencing on December 29, 2017.
On October 1, 2016, the Company issued an additional 13,300,000 restricted shares of our Common Stock to Kenneth T. Moore our President, Chief Executive Officer and Sole Director as a bonus for services rendered to us. For financial accounting purposes, the shares were valued at the contemporaneous private placement offering price of $0.10 per share resulting in a total value of $1,330,000 with the total amount expensed in October of 2016. Both before and after the issuance to Mr. Moore, he had the ability to determine the outcome of all matters submitted to a vote of our stockholders.
On December 29, 2015, we issued 2,000,000 shares of our Series A Preferred Stock to Kenneth T. Moore as a recapitalization pursuant to our reorganization from a sole proprietorship to a C corporation. The Series A Preferred Stock entitles the holder fifty (50) votes per share or an aggregate of 100,000,000 votes on all matters submitted to a vote of our common stockholders. As such, Mr. Moore holds an aggregate of 120,000,000 out of 133,036,400 votes representing 90.2% of the votes on matters submitted to our stockholders which enables him to control the outcome of all matters submitted to a vote of our stockholders.
On January 6, 2016, we amended an August 17, 2015, agreement with Steve Weiss, a related party whereby Mr. Weiss provided us with consulting services for a period of two years. The original agreement had a term of one (1) month and required us to pay 4,000,000 shares of common stock for Mr. Weiss’s services. The services include consulting on pre-incorporation matters and our restructuring from a sole proprietorship to a Nevada corporation and financial consulting and analysis. On August 17 2015, we issued the 4,000,000 shares of common stock to Steve Weiss as required by the agreement. We valued these shares at the price of $.05 per share or an aggregate price of $200,000.
During September 2015, Steve Weiss made a non-interest bearing loan in the amount of $10,000 to us for working capital purposes. We paid the loan back to Mr. Weiss during October 2015.
On October 13, 2015, we sold 400,000 of our common shares to Florence Weiss at the price of $0.05 per share or an aggregate of $20,000. On August 4, 2016, we borrowed the sum of $25,000 from our stockholder Florence Weiss who is the mother of Steve Weiss, our shareholder and a related party. The note bears interest at the rate of 10% per annum and is due on or before December 4, 2016. On August 30, 2016, we paid the loan back to Mrs. Weiss with a payment of $25,000 in satisfaction of all principal, and interest due under the note was waived.
On February 4, 2016, we sold 20,000 shares of common stock to Michael J. Gleicher at the price of $.05 per share or an aggregate price of $1,000. On August 20, 2016, the Company borrowed the sum of $48,000 from our stockholder Michael Gleicher, the holder of 20,000 shares of our common stock. The note accrued interest at the rate of 5% per annum and was due on or before August 19, 2017. On September 16, 2016, we issued 960,000 shares valued at $.05 per share in satisfaction of all principal, and interest due under the note was waived.
On November 16, 2016, we borrowed the sum of $20,000 from Florence Weiss and issued a note that bore interest at the rate of 10% per annum and is due on or before November 16, 2018. Accrued interest of $2,250 and $250 for this loan has been recorded on the Company’s books as part of accrued liabilities at December 31, 2017 and 2016, respectively.
Other than as stated above, none of the following persons has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party:
· Any of our directors or officers;
· Any proposed nominee for election as our director;
· Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our
shares; or
· Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person
or who is a director or officer of any parent or subsidiary of our company.
Item 14.
Item 14. Principal Accounting Fees and Services.
In connection with the audit of the 2016 financial statements, PostAds entered into an engagement agreement with Salberg & Company P.A. which sets forth the terms by which Salberg & Company P.A. will perform audit services for PostAds.
The following table represents aggregate fees billed to PostAds for the fiscal years ended December 31, 2017 and 2016, respectively, by Salberg & Company P.A., PostAds principal accountant.
(1)
Audit Fees consist of fees incurred for professional services rendered for the audit of our annual financial statements, review of our quarterly consolidated financial statements, other services normally provided by Salberg & Company P.A. in connection with regulatory filings, except for the audit of the effectiveness of our internal control over financial reporting.
(2)
Audit-related Fees consist of fees for audit services other than the services reported above.
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
The following documents are filed as part of this Form 10-K:
(1) Financial Statements.
Our Financial Statements are listed in the “Index to Financial Statements” under Part II, Item 8 on Form 10-K.
(2) Exhibits.
See the Exhibit Index immediately following the signature page on Form 10-K.
Item 16. Form 10-K Summary
None.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
POSTADS, INC.
EXHIBIT INDEX
List of Exhibits attached or incorporated by reference pursuant to Item 601 of Regulation S-K:
Exhibit
Description
31.1*
31.2*
Certification under Section 302 of Sarbanes-Oxley Act of 2002
Certification under Section 302 of Sarbanes-Oxley Act of 2002
32.1*
101*
Certification under Section 906 of Sarbanes-Oxley Act of 2002
Interactive Data Files pursuant to Rule 405 of Regulation S-T
*
Filed herewith.