ACTAVIA LIFE SCIENCES, INC. - Quarter Report: 2016 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x Quarterly Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act Of 1934
For the quarterly period ended March 31, 2016
o Transition Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934
For the transition period from _______________ to _______________
COMMISSION FILE NUMBER 333-191083
ACTIVE WITH ME INC.
(Exact name of registrant as specified in its charter)
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NEVADA
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39-2080103
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2005 Lakeshore Road, Sarnia, Ontario, Canada, N7X 1G4
(Address of principal executive offices, including zip code)
519-337-9048
(Issuer’s telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. 3,305,000 shares of common stock as of May 13, 2016.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The following interim unaudited condensed financial statements of Active With Me Inc. (the “Company”) for the nine month period ended March 31, 2016 are included with this Quarterly Report on Form 10-Q:
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ACTIVE WITH ME, INC.
(UNAUDITED) CONDENSED BALANCE SHEETS
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March 31,
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June 30,
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2016
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2015
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Current assets
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Cash
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$ | 134 | $ | 35 | ||||
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Total current assets
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134 | 35 | ||||||
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Other assets
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350 | 350 | ||||||
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Total assets
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$ | 484 | $ | 385 | ||||
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Liabilities and Stockholders’ Deficit
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Liabilities
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Accounts payable
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$ | 4,119 | $ | 4,201 | ||||
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Advances payable
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4,209 | - | ||||||
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Loan payable to officer and shareholder
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10,236 | 7,236 | ||||||
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Current liabilities
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18,564 | 11,437 | ||||||
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Total liabilities
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18,564 | 11,437 | ||||||
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Commitments and contingencies (Note 7)
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Stockholders’ deficit
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Preferred stock, $.001 par value; 10,000,000 shares
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authorized; no shares issued and outstanding
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- | - | ||||||
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Common stock, no par value; 65,000,000 shares
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authorized; 3,305,000 shares issued and outstanding
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3,305 | 3,305 | ||||||
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Additional paid in capital
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47,795 | 47,795 | ||||||
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Accumulated deficit
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(69,180 | ) | (62,152 | ) | ||||
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Stockholders’ deficit
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(18,080 | ) | (11,052 | ) | ||||
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Total liabilities and stockholders’ deficit
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$ | 484 | $ | 385 | ||||
The accompanying notes are an integral part of these unaudited condensed interim financial statements
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ACTIVE WITH ME, INC.
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
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Three Months
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Three Months
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Nine Months
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Nine Months
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Ended
March 31,
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Ended
March 31,
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Ended
March 31,
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Ended
March 31,
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2016
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2015
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2016
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2015
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Operating expenses:
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General and administrative
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$ | 1,822 | $ | 6,559 | $ | 7,028 | $ | 13,661 | ||||||||
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Total operating expenses
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1,822 | 6,559 | 7,028 | 13,661 | ||||||||||||
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Loss from operations
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(1,822 | ) | (6,559 | ) | (7,028 | ) | (13,661 | ) | ||||||||
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Net loss
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$ | (1,822 | ) | $ | (6,559 | ) | $ | (7,028 | ) | $ | (13,661 | ) | ||||
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Basic and Diluted Loss Per Share
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$ | (.0006 | ) | $ | (.0020 | ) | $ | (.0021 | ) | $ | (.0041 | ) | ||||
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Weighted average common shares
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outstanding - basic and diluted
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3,305,000 | 3,305,000 | 3,305,000 | 3,305,000 | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim financial statements
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ACTIVE WITH ME, INC.
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
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Nine Months
Ended
March 31,
2016
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Nine Months
Ended
March 31,
2015
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Operating activities:
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Net loss
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$ | (7,028 | ) | $ | (13,661 | ) | ||
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Adjustments to reconcile net loss to cash used in operating activities:
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Changes in operating assets and liabilities:
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Accounts payable
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(82 | ) | 2,417 | |||||
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Net cash used in operating activities
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(7,110 | ) | (11,244 | ) | ||||
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Financing activities:
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Proceeds from advances payable
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4,209 | - | ||||||
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Proceeds from loan payable to officer and shareholder
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3,000 | 6,631 | ||||||
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Net cash provided by financing activities
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99 | 6,631 | ||||||
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Net increase (decrease) in cash and cash equivalents
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- | (4,613 | ) | |||||
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Cash, beginning of period
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35 | 6,335 | ||||||
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Cash, end of period
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$ | 134 | $ | 1,722 | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
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Cash paid for interest
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$ | - | $ | - | ||||
The accompanying notes are an integral part of these unaudited condensed interim financial statements
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Note 1 Nature of Business
Business Overview
Active With Me, Inc., (the “Company”), was incorporated in the State of Nevada on March 6, 2012 to create a web-based service that will offer travelers unique, relevant and user-friendly information on activity-based travel. Listings will be provided for product and service providers of interest to the activity-based traveler.
The Company intends to maximize listings on the website, increase the value to the consumer, and provide potential advertisers with an ability to inexpensively feature their services to a very wide and targeted audience.
Note 2 Summary of Significant Accounting Policies
Cash
Cash equivalents includes highly liquid short-term investments, with original maturities of three months or less. At March 31, 2016, the company had no cash equivalents.
Concentration of Risk
As of March 31, 2016, the Company maintained its cash account at one commercial bank. The cash balance at March 31, 2016, was within the FDIC coverage of deposits totaling $250,000 per owner.
Risks and Uncertainties
The Company intends to operate in an industry that is subject to rapid change. The Company’s operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory, and other risks associated with a development stage company, including the potential risk of business failure.
Use of Estimates
Our management has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these unaudited financial statements in conformity with accounting principles generally accepted in the United States of America.
Net Loss per Share
Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. As of March 31, 2016, there were no common equivalent shares.
Research and Development Costs
The Company expenses research and development costs as incurred.
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Note 3 Going Concern
The accompanying unaudited condensed interim 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, has an accumulated deficit of $ 69,180 as of March 31, 2016. 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. Management’s plans include obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however there is no assurance of additional funding being available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed unaudited financial statements do not include any adjustments that might arise as a result of this uncertainty.
Note 4 Advances Payable
During the quarter ended March 31, 2016, an unrelated third party paid $4,119 of the Company’s account payables on behalf of the Company, as a result, the Company owes a balance of $4,119 as March 31, 2016 to the third party. The amount is due upon demand by the third part and there are no other terms to the advance.
Note 5 Loan Payable to Officer
On March 6, 2012, the Company received from its sole Director, President and shareholder, a loan of $605 which such proceeds were utilized to pay for initial organization costs of the Company. During the year ended June 30, 2015, the Company received from its sole Director, President and shareholder an additional loan of $2,631, which such proceeds were utilized to pay for additional operating expenses of the Company. During the year ended June 30, 2015, the Company received from another shareholder, in the aggregate amount of $4,000, which such proceeds were utilized to pay for operational expenses of the Company. During the three months ended September 30, 2015, the Company received from another shareholder, in the aggregate amount of $3,000, which such proceeds were utilized to pay for operational expenses of the Company. The loans are not secured, have no specific maturity dates and the loans are expected to be repaid from future proceeds received by the Company. There are no other terms to the loans. The balance of the loan payable to officer and shareholder in aggregate are $10,236 and $7,236, as of March 31, 2016 and June 30, 2015, respectively.
Note 6 Stock Holders Deficit
Authorized Shares
The Company’s Articles of Incorporation authorize the issuance of up to 10,000,000 shares of $.001 par value preferred stock. As of March 31, 2016 there was no preferred stock outstanding.
The Company’s Articles of Incorporation authorize the issuance of up to 65,000,000 shares of $.001 par value common stock. As of March 31, 2016, there were 3,305,000, shares of $0.001 par value common stock issued and outstanding.
Issued and Outstanding Shares
Since inception, the Company issued 1,500,000 shares of its $.001 par value common stock to its Director, Chief Executive Officer, and President for cash in the amount of $15,000. There were no shares issued during the three months ended March 31, 2016.
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Since inception, the Company issued 1,805,000 shares of its $.001 par value common stock for cash in the amount of $36,100 to 35 individual accredited investors. There were no shares issued during the three months ended March 31, 2016.
Note 7 Commitments and Contingencies
As of March 31, 2016, the Company has not entered into any material operating leases or other financial commitments.
Note 8 Recent Accounting Pronouncements
On June 10, 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915). The amendments in this update remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows, and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Early adoption is permitted. The Company adopted ASU 2014-10 since the quarter ended September 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915.
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15, which is effective for annual reporting periods ending after March 15, 2016, extends the responsibility for performing the going-concern assessment to management and contains guidance on how to perform a going-concern assessment and when going-concern disclosures would be required under U.S. GAAP. The Company elected to adopt ASU 2014-15 effective with this financial statement. Management’s evaluations regarding the events and conditions that raise substantial doubt regarding the Company’s ability to continue as a going concern have been disclosed in this Note 3 – Going Concern.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of our report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and predictions. We are a development stage company and have not yet generated or realized any revenues.
Overview
Active With Me Inc. is a development stage company formed to create online resources that seamlessly offer travelers unique, highly relevant and user-friendly information on activity-based travel. It will be designed to fill a void in the marketplace by offering third-party content and information to visitors in their activity of choice, while also having the ability to offer links to related clubs and organizations that provide additional information, as well as the potential for interactive experiences. The Company’s website www.activewithme.com will be designed to offer a fundamentally different experience than any other offering in today’s market. The Company’s plan is to design its website centered purely around activities and offer an ability to quickly access relevant content to the particular activity of choice.
We are still in our development stage and cannot commence business operations on our website until its completion. The website has not yet been developed, and substantial additional development work and funding will be required before the website can be fully operational.
We have not earned any revenues to date. We do not anticipate earning revenues until we have completed our website and commenced marketing activities. As of March 31, 2016, we had $134 cash on hand and $18,564 in liabilities. Accordingly, our working capital position as of March 31, 2016 was a deficit of $18,430. Since our inception through March 31, 2016, we have incurred a net loss of $69,180. Our net loss is due to lack of revenues to offset our expenses and the professional fees related to the creation and operation of our business.
Since inception we have worked toward the introduction and development of our website that we will use to generate revenues.
We have no revenues, have achieved losses since inception, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations. Accordingly, we will be dependent on future additional financing in order to maintain our operations and continue seeking new business opportunities.
Our Plan of Operations
The Company is a development stage company with limited funding. Therefore, development will occur in several phases, as follows:
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Early Stage Development
Early stage development of the website will include the design of initial content. Design and construct the initial beta website, populate the site with activity-based content for a particular region (we have yet to determine the best region to start with), develop the site graphics including branding and Company logo (the logo has been designed), and test market the site with friends and others and revise as appropriate.
Because of the costs involved and the fact that the Company’s officer will not be receiving a salary at this time, expenses related to this phase are expected to be less than $20,000. The president will spearhead this effort. The Company expects to have this stage of the plan of operations completed in the summer of 2016.
The Company is currently working with Adam Schnare, a freelance webpage and application designer and developer. Mr. Schnare has training in Visual basics.NET, Java, Webmatrix, Fusebox and Webplus along with other development software. Mr. Schnare has over 15 years’ experience with website design and launch and over 10 years’ experience with application development.
Further development of the website
The initial live website will be focused on major US points of interest. The Company expects the further development to require the hiring of an initial two permanent employees. This second phase of the operating plan would principally be devoted to establishing a significant presence in the market with as much information on as many areas of interest as possible.
Because of the costs involved and the fact that the president will not be receiving a salary at this time, expenses related to this phase are expected to be related to the costs of hiring two employees, approximately $7,000 per month. The Company currently does not have sufficient capital to initiate this phase of its plan of operations.
Ongoing development of the website
If the Company’s website gains traction in the marketplace and is able to attract advertisers they will continue to build out the website to more and more points of interest all around the world. The Company will also begin to build on its marketing efforts.
The Company does not currently have sufficient capital for this phase of its plan of operations.
We currently do not have any arrangements for financing and we may not be able to obtain financing when required. We believe the only source of funds that would be realistic is through the sale of equity capital.
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Our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail. As a development stage company, we are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. If we are unable to secure adequate capital to continue our operations, our shareholders may lose some or all of their investment and our business may fail.
Results of Operations
The following summary of our results of operations should be read in conjunction with our condensed financial statements included herein.
Our operating results for the three and nine months ended March 31, 2016 and 2015 are summarized as follows:
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Three
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Three
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Nine
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Nine
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Months
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Months
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Months
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Months
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Ended
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Ended
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Ended
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March 31,
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March 31,
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March 31,
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March 31,
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| 2016 | 2015 | 2016 | 2015 | |||||||||||||
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(Unaudited)
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(Unaudited)
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(Unaudited)
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(Unaudited)
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Revenue
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$ | - | $ | - | $ | - | $ | - | ||||||||
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Total Expenses
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1,822 | 6,559 | 7,028 | 13,661 | ||||||||||||
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Net Loss
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$ | 1,822 | $ | 6,559 | $ | 7,028 | $ | 13,661 | ||||||||
Revenues
We have not earned any revenues to date. Our website is not yet operational and we do not anticipate earning revenues until our website is fully operational. We are presently in the development stage of our business and we can provide no assurance that we begin earning revenues.
Expenses
Our expenses for the three and nine months ended March 31, 2016 and 2015 are outlined in the table below:
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Three
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Three
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Nine
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Nine
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Months
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Months
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Months
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Months
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Ended
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Ended
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Ended
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Ended
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March 31,
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March 31,
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March 31, |
March 31,
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| 2016 | 2015 | 2016 | 2015 | |||||||||||||
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(Unaudited)
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(Unaudited) |
(Unaudited)
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(Unaudited)
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General & Administrative
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$ | 1,822 | $ | 6,559 | $ | 7,028 | $ | 13,661 | ||||||||
General & Administrative
General and Administrative fees include our general expenses including accounting and auditing expenses incurred in connection with the preparation of our financial statements and fees that we pay to our legal counsel.
We incurred operating losses in the amount of $69,180 from inception on December 6, 2012 through the period ended March 31, 2016. These operating expenses were composed of general and administrative expenses.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive development activities. For these reasons our auditors stated in their report on our audited financial statements that they have substantial doubt we will be able to continue as a going concern.
Financings
Our operations to date have been funded by loan from officer and shareholder and equity investment. All of our equity funding has come from a private placement of our securities.
We completed an offering of 1,500,000 shares of common stock on January 3, 2013 to our president and director, Sheri Strangway, at a price of $0.01 per share. The total proceeds received from this offering were $15,000. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act. We did not engage in any general solicitation or advertising.
We completed an offering of 1,805,000 shares of our common stock at a price of $0.02 per share to a total of thirty six (36) purchasers on May 27, 2013. The total amount we received from this offering was $36,100. The identity of the purchasers from this offering is included in the selling shareholder table set forth above. We completed this offering pursuant to Rule 903(a) and conditions set forth in Category 3 (Rule 903(b)(3)) of Regulation S of the Securities Act of 1933.
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Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
N/A
Item 4. Controls and Procedures
As of the end of the period covered by this Report, the Company’s President, and principal financial officer (the “Certifying Officer”), evaluated the effectiveness of the
Company’s “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, the officer concluded that, as of the date of the evaluation, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that the information required to be disclosed in the Company’s periodic filings under the Securities Exchange Act of 1934 is accumulated and communicated to management to allow timely decisions regarding required disclosure.
The Certifying Officer has also indicated that there were no changes in internal controls over financial reporting during the Company’s last fiscal quarter, and no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.
Our management, including the Certifying Officer, does not expect that our disclosure controls or our internal controls will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Item 4(t). Controls and Procedures
The information required pursuant to item 4(t) has been provided in Item 4.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1(a). Risk Factors
There have been no changes to our risk factors from those disclosed in our Post-Effective Amendment No. 2 to Form S-1 filed on April 11, 2016.
Item 2. Unregistered Sales of Equity Securities
We did not issue any securities without registration pursuant to the Securities Act of 1933 during the nine months ended March 31, 2016.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Securities Holders
No matters were submitted to our security holders for a vote during the nine months ended March 31, 2016.
Item 5. Other Information
None.
Item 6. Exhibits
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Exhibit
Number
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Description of Exhibit
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SIGNATURES
Pursuant to the requirements 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.
ACTIVE WITH ME INC.
By: /s/ Sheri Strangway
Sheri Strangway
President, Chief Executive Officer,
Chief Financial Officer and Director
Date: May 13, 2016
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