ALTITUDE INTERNATIONAL HOLDINGS, INC. - Quarter Report: 2018 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 10-Q
☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
For the quarterly period ended March 31, 2018
☐ Transition report pursuant to Section 13 or 15(d) of the Exchange Act
For the transition period from _________ to _________.
TITAN COMPUTER SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
|
New York
|
000-55639
|
13-3778988
|
|
(State or Other Jurisdiction of
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
Incorporation)
|
|
|
515 E. Las Olas Boulevard, Suite 120, Fort Lauderdale, FL 33301
(Address of Principal Executive Offices)
(954)256-5120
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large Accelerated filer ☐
|
Accelerated filer ☐
|
|
Non-accelerated filer ☐
(Do not check if a smaller reporting company)
|
Smaller reporting company ☒
|
|
Emerging growth company ☒
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Regulation 12b-2 of the Exchange Act): YES ☐ NO ☒
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 22,803,659 shares issued, issuable, and outstanding as of May 14, 2018.
|
|
|
Page
|
|
PART I.
|
FINANCIAL INFORMATION
|
3
|
|
|
|
|
|
Item 1.
|
3
|
|
|
|
4
|
|
|
|
5
|
|
|
|
6
|
|
|
|
7
|
|
|
Item 2.
|
17
|
|
|
Item 3.
|
18
|
|
|
Item 4.
|
18
|
|
|
|
|
|
|
PART II.
|
OTHER INFORMATION
|
20
|
|
|
|
|
|
Item 1.
|
20
|
|
|
Item 2.
|
20
|
|
|
Item 3.
|
20
|
|
|
Item 4.
|
20
|
|
|
Item 5.
|
20
|
|
|
Item 6.
|
21
|
|
|
|
22
|
PART I. FINANCIAL INFORMATION
TITAN COMPUTER SERVICES, INC.
(UNAUDITED)
Contents
|
|
Page
|
||
|
Condensed Consolidated Financial Statements (unaudited)
|
|
||
|
4
|
|||
|
5
|
|||
|
6
|
|||
|
7-16
|
|
March 31,
|
December 31,
|
|||||||
|
2018
|
2017
|
|||||||
|
(unaudited)
|
|
|||||||
|
ASSETS
|
||||||||
|
Current assets
|
||||||||
|
Cash
|
$
|
18,667
|
$
|
24,867
|
||||
|
Prepaid expense
|
4,166
|
4,167
|
||||||
|
Total current assets
|
22,833
|
29,034
|
||||||
|
Fixed assets, net
|
7,842
|
8,713
|
||||||
|
Intangible assets, net
|
11,824
|
11,977
|
||||||
|
Total assets
|
$
|
42,499
|
$
|
49,724
|
||||
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
|
Current liabilities
|
||||||||
|
Notes payable - related party
|
$
|
60,000
|
$
|
-
|
||||
|
Accounts payable - related party
|
7,707
|
4,167
|
||||||
|
Accrued expenses
|
221,993
|
189,198
|
||||||
|
Accrued expenses - related party
|
9,923
|
-
|
||||||
|
Shareholder’s advance
|
26,764
|
26,764
|
||||||
|
Total current liabilities
|
326,387
|
220,129
|
||||||
|
Total liabilities
|
326,387
|
220,129
|
||||||
|
Commitments and contingencies - Note 6
|
||||||||
|
Stockholders’ deficit
|
||||||||
|
Preferred stock - no par value, 5,000,000 shares authorized, no shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively
|
-
|
-
|
||||||
|
Common stock - no par value, 70,000,000 shares authorized, 22,803,659 and 21,728,659 shares issued, issuable, and outstanding at March 31, 2018 and December 31, 2017, respectively
|
1,717,894
|
269,769
|
||||||
|
Additional paid in capital
|
(149,769
|
)
|
(149,769
|
)
|
||||
|
Accumulated deficit
|
(1,852,013
|
)
|
(290,405
|
)
|
||||
|
Total stockholders’ deficit
|
(283,888
|
)
|
(170,405
|
)
|
||||
|
Total liabilities and stockholders’ deficit
|
$
|
42,499
|
$
|
49,724
|
||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
|
TITAN COMPUTER SERVICES, INC.
|
|
and Subsidiary
|
|
For the three months ended March 31, 2018
|
|
(unaudited)
|
|
Revenue
|
$
|
-
|
||
|
Operating expenses
|
||||
|
Professional fees
|
12,900
|
|||
|
Corporate expenses
|
13,559
|
|||
|
Salary expenses
|
31,250
|
|||
|
Stock-based compensation
|
1,448,125
|
|||
|
Other general and administrative expenses
|
39,748
|
|||
|
Total operating expenses
|
1,545,582
|
|||
|
Loss from operations
|
(1,545,582
|
)
|
||
|
Other income (expenses)
|
||||
|
Interest expense
|
(16,026
|
)
|
||
|
Total other income (expenses)
|
(16,026
|
)
|
||
|
Net loss
|
$
|
(1,561,608
|
)
|
|
|
Earnings per share - basic and fully diluted
|
$
|
(0.07
|
)
|
|
|
Weighted average number of shares of common stock - basic and fully diluted
|
22,768,103
|
|||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
|
TITAN COMPUTER SERVICES, INC.
|
|
and Subsidiary
|
|
For the three months ended March 31, 2018
|
|
(unaudited)
|
|
Cash flows from operating activities:
|
||||
|
Net loss
|
$
|
(1,561,608
|
)
|
|
|
Adjustments to reconcile net loss to net cash used in operations:
|
||||
|
Depreciation expense
|
871
|
|||
|
Amortization expense
|
153
|
|||
|
Stock-based compensation
|
1,448,125
|
|||
|
Change in assets and liabilities:
|
||||
|
Accrued expenses
|
30,233
|
|||
|
Accrued expenses - related party
|
16,026
|
|||
|
Net cash used in operating activities
|
(66,200
|
)
|
||
|
|
||||
|
Cash flows from financing activities:
|
||||
|
Proceeds from notes payable - related party
|
60,000
|
|||
|
Net cash provided by financing activities
|
60,000
|
|||
|
|
||||
|
Net decrease in cash
|
(6,200
|
)
|
||
|
|
||||
|
Cash at beginning of period
|
24,867
|
|||
|
|
||||
|
Cash at end of period
|
$
|
18,667
|
||
|
|
||||
|
Supplemental disclosure of cash flow information:
|
||||
|
Cash paid for interest
|
$
|
-
|
||
|
Cash paid for taxes
|
$
|
-
|
||
|
The accompanying notes are an integral part of these consolidated financial statements.
|
|||
|
The financial statements only reflect the current year as the Company was established on May 18, 2017.
|
And Subsidiary
Notes to the Condensed Consolidated Financial Statements
March 31, 2018
(unaudited)
NOTE 1 – NATURE OF OPERATIONS
Company Background
Titan Computer Services, Inc. (the “Company,” “we,” “us,” “our,” or “Altitude - NY”), was incorporated in the State of New York on July 13, 1994.
On June 27, 2017, the Company successfully closed a Share Exchange transaction (“Share Exchange”) with the shareholders of Altitude International, Inc, (“Altitude”) a Wisconsin corporation. Altitude was incorporated on May 18, 2017 under the laws of the state of Wisconsin. Altitude will operate through Northern, Central, and South America sales by way of its sole distribution agreement with Woodway Inc. to execute the current business plan of athletic training industry, specifically altitude training. Our objective is to be recognized as one of the upper tier specialty altitude training equipment providers.
Effective February 13, 2018, majority of the shareholders of the Company approved the following changes to the Company’s Articles of Incorporation:
Amend the Bylaws to Permit a Simple Majority Vote and Allow for the Appointment of up to Seven
Article II Section 10 of the Company’s Bylaws stated, “Any action required or permitted to be taken by the Shareholders thereof may be taken without a meeting if all Shareholders entitled to vote thereon consent in writing to the adoption of a resolution authorizing the action except as otherwise permitted by the Certificate of Incorporation.”
The Bylaws were amended to allow for a simple majority vote as permitted by §615 of the New York Business Corporation Law. The amended section shall read, “Any action required or permitted to be taken by the Shareholders thereof may be taken without a meeting if a majority of the Shareholders entitled to vote thereon consent in writing to the adoption of a resolution authorizing the action.”
Article III Section 2 of the Company’s Bylaws provided that the number of Directors constituting the entire Board “shall not be less than one nor more than three, as may be fixed by resolution of the Board of Director.” The Bylaws were amended to allow for additional directors as proposed herein (up to four) and to allow for additional directors as the Company grows (up to seven). The amended section shall include the number “seven” instead of “three” as the maximum number of directors.
Name Change from “Titan Computer Services, Inc.” to “Altitude International, Inc.”
On February 13, 2018, the majority of the shareholders of the Company approved the amendment to the Articles of Incorporation to change the Company’s name from “Titan Computer Services, Inc.” to “Altitude International, Inc.” The purpose of the name change will help further our brand identity and will reflect the major focus of our business operations, the manufacturing and distribution of products in the athletic training industry, specifically altitude training. The filing of the name change with the state of New York has not been completed as of the date of this report. Once processed by New York, the Company will apply for a name and symbol change with FINRA.
Nature of Operations
The product designs to be licensed from Sporting Edge UK, Ltd (“Sporting Edge UK”) are proven and cover a wide range of room sizes. The only requirement is to change from metric to imperial sizes where necessary.
There are three unique elements to the Altitude product:
|
Sophisticated Touch Screen control systems capable of integrating the control of simulated altitude, temperature and humidity.
|
|
A unique design of Air Separation Unit with only a single active part that provides for ultra-reliable operation and a design life of greater than fifteen years.
|
Altitude has leased space in the Woodway facility in Waukesha, Wisconsin to undertake the manufacture of systems. The work will primarily consist of the assembly of components into the unique licensed designs. Initial recruitment of technically-capable persons will be necessary, followed by short training blocks to pass on the required skills. At least one person is likely to visit the UK to see systems in operation and obtain hands-on experience of the manufacturing requirement. Woodway is an engineering-based company and provides the perfect environment to establish an operation which is in many ways similar to their own. In addition, many aspects of infrastructure – goods handling, welfare facilities, etc. – can be accessed immediately without expense to Altitude.
Recapitalization of Altitude
On June 27, 2017, the Company entered into a share exchange transaction with Altitude which resulted in a change of control of the Company. Pursuant to the terms of the Share Exchange, the Company agreed to issue 6,102,000 shares of its common stock to all the individual shareholders of Altitude on a pro rata basis (one to one share exchange). In exchange for this stock issuance, the Company received 100% of the outstanding shares of Altitude. Following this Share Exchange, Altitude became a wholly-owned subsidiary of Titan. There was a cancellation of 14,700,000 shares of common stock of the Company that was held by the Company’s former majority stockholder as part of the share exchange agreement, which all had a net effect of a decrease of 8,598,000 shares in the Company’s outstanding shares. The business, assets and liabilities of the Company changed as a result of this reverse acquisition to Altitude’s business plan.
This share exchange transaction resulted in those shareholders obtaining a majority voting interest in –the Company and control of the Board of Directors of the Company. Generally accepted accounting principles require that the Company whose shareholders retain the majority interest and control in a combined business be treated as the acquirer for accounting purposes, resulting in a reverse acquisition with Altitude as the accounting acquirer and the Company as the acquired party. Accordingly, the share exchange transaction has been accounted for as a recapitalization of Altitude, whereby is deemed to be the continuing, surviving entity for accounting purposes but through reorganization, has deemed to have adopted the capital structure of Altitude - NY. The equity section of the accompanying condensed consolidated financial statements has been restated to reflect the recapitalization of the Company due to the reverse acquisition.
Accordingly, all references to common shares of Altitude’s common stock have been restated to reflect the equivalent number of the Company’s common shares. In other words, the 6,102,000 Altitude shares outstanding at the time of the share exchange are restated to 21,228,659 common shares (prior to the 500,000 common share capital raise mentioned below that was conducted after the share exchange agreement), as of June 27, 2017. Each share of Altitude is accordingly restated at a multiple of approximately 3.48 shares of the Company for the weighted average shares outstanding for the loss per share calculations in the accompanying condensed consolidated statement of operations.
The book value of the net assets that for accounting purposes, were deemed to have been acquired by Altitude from the Company, as of the date of acquisition (June 27, 2017) were $0, after the waiver of all debts from officers and third parties.
A condition to the closing of the Share Exchange Agreement was raising $100,000 in the Company. On June 27, 2017, the Company issued 500,000 shares of its common stock to an accredited investor pursuant to a Subscription Agreement for $100,000, or $0.20 per share which was kept at escrow account. During the recapitalization, the Company incurred legal fees of $12,500 which was paid through the attorney’s escrow account and recorded as transaction costs which were netted against the $100,000 proceeds.
Altitude International, Inc.
Altitude International, Inc. (“Altitude”) was incorporated on May 18, 2017 under the laws of the state of Wisconsin with 100,000,000 authorized common stock with $0.001 par value. On May 18, 2017, 6,102,000 shares of common stock at $0.001 (par) were issued as founder shares, valued at a total of $6,102 to 15 individuals, including Mr. Dave Vincent who is the majority equity interest shareholder and the director of the Company. These shares were issued for future potential services from these various individuals and as of the date of this issuance, no value was placed on these future potential services and were therefore recorded at par value as stock-based compensation to the founders.
On June 27, 2017, after the closing of certain Stock Purchase Agreements, in private sale transaction and the Share Exchange Agreement, a change of control of the Company occurred, see recapitalization of Altitude mentioned above. Dave Vincent was the majority shareholder of the Company, owning 51.3 % of the issued and outstanding common shares of –the Company. See Notes 6 and 8.
Altitude will operate through Northern, Central, and South America sales by way of its sole distribution agreement with Woodway Inc. to execute the current business plan of athletic training industry, specifically altitude training. Our objective is to be recognized as one of the upper tier specialty altitude training equipment providers.
Changes in Management and the Board of Directors
On June 27, 2017, pursuant to the Closing of the Share Exchange Agreement, Mr. Dave Vincent was appointed as the Company’s new CEO and Abraham Rosenblum resigned as CEO. Additionally, Mr. Vincent and Mr. Robert Kanuth were appointed as directors of the Company and Mr. Robert Klein resigned. On October 20, 2017, Greg Whyte was appointed to fill the vacancy as a director of the Company. On January 8, 2018, Joseph B. Frost was appointed to serve as the Chief Operating Officer and on February 13, 2018 Lesley Visser and Joseph B. Frost were elected to serve on the Board of Directors.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31.
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
Going Concern and Liquidity
We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. At March 31, 2018, we had $18,667 in cash. Our net losses incurred for the three months ended March 31, 2018 amounted to $1,561,608 and working capital deficit was $303,554 at March 31, 2018. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could
have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Altitude. All significant intercompany balances and transactions have been eliminated in the consolidation. The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles (“GAAP”) and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant Estimates, Risks and Concentrations
These accompanying financial statements include some amounts that are based on management’s best estimates and judgments. The most significant estimates relate to the valuation of the software rights and redeemable common stock liability. It is reasonably possible that the above-mentioned estimate and others may be adjusted as more current information becomes available, and any adjustment could be significant in future reporting periods.
The Company is dependent on its ability to handle rapidly substantial quantities of data and transactions on computer-based networks and the capacity, reliability and security of the electronic delivery systems and the Internet. Any significant failure or interruption of these systems could cause our systems to operate slowly or interrupt service for periods of time and could have a material adverse effect on our business and results of our operations. The Company may experience shortage of capacity and increased costs associated with such usage. These events may affect our ability to store, handle and deliver data and services to our customers.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Property, Plant and Equipment
Property and equipment are stated at cost, net of accumulated depreciation. Expenditures that extend the life, increase the capacity, or improve the efficiency of property and equipment are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation is recognized using the straight-line method over the following approximate useful lives:
Machinery and equipment
3-5 Years
Intangible Assets
Costs incurred to file patent applications and acquired intangibles are capitalized when the Company believes that there is a high likelihood that the patent will be issued and there will be future economic benefit associated with the patent. These costs will be amortized on a straight-line basis over a 20 years life from the date of patent filing. All costs associated with abandoned patent applications are expensed. In addition, the Company will review the carrying value of patents for indicators of impairment on a periodic basis and if it determines that the carrying value is impaired, it values the patent at fair value. As of March 31, 2018, carrying value of patent was $11,824.
In accordance with the provisions of the applicable authoritative guidance, the Company’s long-lived assets and amortizable intangible assets are tested for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The Company assesses the recoverability of such assets by determining whether their carrying value can be recovered through undiscounted future operating cash flows, including its estimates of revenue driven by assumed market segment share and estimated costs. If impairment is indicated, the
Company measures the amount of such impairment by comparing the fair value to the carrying value. The amortization of the trademark was not significant for the period ended March 31, 2018.
Impairment of Long-Lived Assets
The Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment, and FASB ASC Topic 205, Presentation of Financial Statements. Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For the three months ended March 31, 2018, the Company had not experienced impairment losses on its long-lived assets.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 605 Revenue Recognition (“ASC 605”). Revenue is recognized when all of the following four criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services rendered, (3) the fee is fixed and determinable, and (4) collectability is reasonably assured. Determining whether and when some of these criteria have been satisfied often involves assumptions and judgments that can have a significant impact on the timing and amount of revenue we report.
Advertising Costs
Advertising costs are expensed as incurred. Advertising costs for the three months ended March 31, 2018 was $0.
Stock-Based Compensation
The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model.
Fair Value of Financial Instruments
The book values of cash, prepaid expenses, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs).
The hierarchy consists of three levels
|
Level one — Quoted market prices in active markets for identical assets or liabilities;
|
|
|
Level two — Inputs other than level one inputs that are either directly or indirectly observable; and
|
|
|
Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
|
Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.
Earnings (Loss) Per Share
Basic earnings (loss) per share are computed by dividing the net income by the weighted-average number of shares of common stock and common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presented or the date of issuance, whichever is later.
Income Taxes
The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled.
The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of December 31, 2017. Interest and penalties in any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the three months ended March 31, 2018.
On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets recorded on our balance sheet. Given that the deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the Company’s financial position and net loss. However, if and when we become profitable, we will receive a reduced benefit from such deferred tax assets. Had this legislation been effective prior to our December 31, 2017, fiscal year-end, the effect of the legislation would have been a reduction in deferred tax assets and the corresponding valuation allowance.
Contingencies
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
Effect of Recent Accounting Pronouncements
Going Concern
ASU 2014-15 – “Presentation of Financial Statements—Going Concern—Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).” In August 2014, FASB issued guidance that requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The updated accounting guidance was effective for the Company on March 31, 2018. We have implemented this new accounting standard and we will update our liquidity disclosures as necessary.
Recent Accounting Pronouncements
Recently-Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
Financial Instruments
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for the Company beginning in its first quarter of 2019. The Company does not believe the adoption of ASU 2016-01 will have a material impact on its consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which modifies the measurement of expected credit losses of certain financial instruments. ASU 2016-13 will be effective for the Company beginning in its first quarter of 2021 and early adoption is permitted. The Company does not believe the adoption of ASU 2016-13 will have a material impact on its consolidated financial statements.
Leases
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which modified lease accounting for both lessees and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting standards and disclosing key information about leasing arrangements. ASU 2016-02 will be effective for the Company beginning in its first quarter of 2020, and early adoption is permitted. The Company is currently evaluating the timing of its adoption and the impact of adopting ASU 2016-02 on its financial statements.
Stock Compensation
In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplified certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification on the statement of cash flows. ASU 2016-09 will be effective for the Company beginning in its first quarter of 2018. The Company is currently evaluating the impact of adopting ASU 2016-09 on its consolidated financial statements.
Income Taxes
In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory (“ASU 2016-16”), which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-06 will be effective for the Company in its first quarter of 2019. The Company is currently evaluating the impact of adopting ASU 2016-16 on its consolidated financial statements.
Revenue Recognition
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09 will be effective for the Company beginning in its first quarter of 2019, and early adoption is permitted.
Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (“ASU 2016-08”); ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”); and ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). The Company must adopt ASU 2016-08, ASU 2016-10 and ASU 2016-12 with ASU 2014-09 (collectively, the “new revenue standards”).
The new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company currently expects to adopt the new revenue standards in its first quarter of 2018 utilizing the full retrospective transition method. The Company is evaluating the effect of the adoption of the new revenue recognition standard as to whether it will have a material impact on its consolidated financial statements.
NOTE 3 – FIXED ASSETS
The Company has fixed assets related to office equipment. The depreciation of the equipment is over a three-year period. As of March 31, 2018, and December 31, 2017, the Company had fixed assets, net of accumulated depreciation, of $7,842 and $8,713, respectively. The fixed assets are as follows:
|
March 31,
|
December 31,
|
|||||||
|
2018
|
2017
|
|||||||
|
Office equipment
|
$
|
10,455
|
$
|
10,455
|
||||
|
Total fixed assets
|
10,455
|
10,455
|
||||||
|
Less: Accumulated depreciation
|
2,613
|
1,742
|
||||||
|
Fixed assets, net
|
$
|
7,842
|
$
|
8,713
|
||||
Depreciation of the office equipment for the three months ended March 31, 2018 was $871.
NOTE 4 – INTANGIBLE ASSETS - TRADEMARK
The Company has intangible assets related to a trademark. The amortization of the intangible asset is over a twenty-year period. As of March 31, 2018, and December 31, 2017, the Company had intangible assets, net of accumulated amortization, of $11,824 and $11,977, respectively. The intangible assets are as follows:
|
March 31,
|
December 31,
|
|||||||
|
2018
|
2017
|
|||||||
|
Trademark
|
$
|
12,284
|
$
|
12,284
|
||||
|
Total intangible assets
|
12,284
|
12,284
|
||||||
|
Less: Accumulated amortization
|
460
|
307
|
||||||
|
Intangible assets, net
|
$
|
11,824
|
$
|
11,977
|
||||
Amortization expense of the trademark for the three months ended March 31, 2018 was $153.
NOTE 5 – NOTES PAYABLE
|
Notes payable
|
||||||||||||||||||||||||
|
March 31, 2018
|
December 31, 2017
|
|||||||||||||||||||||||
|
Accrued
|
Accrued
|
|||||||||||||||||||||||
|
Principal
|
Interest
|
Total
|
Principal
|
Interest
|
Total
|
|||||||||||||||||||
|
Dave Vincent
|
$
|
20,000
|
$
|
581
|
$
|
20,581
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||
|
Joseph B. Frost
|
40,000
|
679
|
40,679
|
-
|
-
|
-
|
||||||||||||||||||
|
Total
|
$
|
60,000
|
$
|
1,260
|
$
|
61,260
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||
On February 7, 2018, Dave Vincent, the Company’s majority shareholder and director, loaned the Company $20,000 in the form of a promissory note. The note bears interest of 20% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. As of March 31, 2018, the accrued interest was $581, and the principal balance was $20,000. See Note 7.
On March 2, 2018, Joseph B. Frost, a director, loaned the Company $40,000 in the form of a promissory note. The note bears interest of 20% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. As of March 31, 2018, the accrued interest was $679, and the principal balance was $40,000. See Note 7.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
The Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. As of May 14, 2018, the Company did not have any legal actions pending against it.
On June 27, 2017, Altitude entered a license agreement with Sporting Edge UK (see Note 1), Sporting Edge UK is the sole and exclusive owner of and has the right to license to licensee the ability to manufacture and sell rights to the full range of membrane-based systems for the production of reduced oxygen environments and associated services as well as the use of patents and trademarks held by Sporting Edge UK or Mr. David Vincent.
Sporting Edge UK agreed to grant the licensee exclusive right and license to the Manufacturing and Sales Rights in the Territory including the Continent of North America, Central America and the Continent of South America. On the effective date of this agreement and for a period of 5 years thereafter, the Company (“Licensee”) shall pay upfront payment of $10,000 to Licensor annually. In addition, commencing on the sixth anniversary of the effective date the licensee shall pay continuing royalty fees on all sales of product manufactured using the IP. The royalty payable shall be calculated as 0.5% of the Sale Price. The Company recorded the payment due of $4,167 under Prepaid expenses and accounts payable as of December 31, 2017.
NOTE 7 – RELATED PARTY TRANSACTIONS
As of December 31, 2017, the balance due to our current CEO, David Vincent, was recorded under shareholder’s advance of $26,764, which is a verbal agreement, non-interest bearing, unsecured and payable on demand. These advances included $10,455 of acquisition of office equipment and $12,284 of acquisition of trademark which were disclosed at supplemental disclosure of non-cash flow investing activities of the statement of cash flow. On February 9, 2018, the Board of Directors changed the arrangement whereas the advance would begin accruing interest at the rate of 20%.
Altitude has an oral agreement with its Chairman of the Board, Robert Kanuth, in which it will provide for reimbursement of private airline travel expenses incurred on behalf of the Company, for his use of an aircraft in which he has an interest in. These travel expenses totaled $123,750 for the period ended December 31, 2017 and is included in accrued expenses at March 31, 2018. In January 2018, the Board of Directors issued a one-time bonus to Mr. Kanuth, in the amount of $7,525, to compensate for the significant payable and what would have been interest. Additionally, the open balance will accrue interest at the rate of 20% per annum and, as of March 31, 2018, the accrued interest was $6,103.
On January 2, 2018, the Company issued 1,000,000 shares of common stock to Joseph B. Frost, the Company’s Chief Operating Officer, under his employment agreement. The common stock of the Company is thinly traded and had a value of $1.35 per share, therefore the Company recorded the transaction at $1,350,000. See Note 8.
On February 7, 2018, Dave Vincent, the Company’s majority shareholder and director, loaned the Company $20,000 in the form of a promissory note. The note bears interest of 20% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. As of March 31, 2018, the accrued interest was $581, and the principal balance was $20,000. See Note 5.
On March 2, 2018, Joseph B. Frost, a director, loaned the Company $40,000 in the form of a promissory note. The note bears interest of 20% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. As of March 31, 2018, the accrued interest was $679, and the principal balance was $40,000. See Note 5.
Preferred Stock
On February 5, 2015, the Board of Directors of the Company authorized 5,000,000 shares of preferred stock with no par value. Each share of the preferred stock is entitled to one vote and is convertible into one share of common stock.
As of March 31, 2018, and December 31, 2017, the Company has no preferred stock issued and outstanding.
Common Stock
Altitude was incorporated on May 18, 2017 under the laws of the state of Wisconsin with 100,000,000 authorized common stock with $0.001 par value.
On June 12, 2017, Altitude issued 6,102,000 shares of its common stock at par value of $0.001 per share as founder shares for future potential services from 15 individuals, including David Vincent, who is the majority equity interest shareholder and the director of the Company, with a total recorded at par value of $6,102.
On June 27, 2017, the Company entered into a share exchange transaction with Altitude and the shareholders of Altitude. Pursuant to the terms of the Share Exchange, the Company agreed to issue 6,102,000 shares of its common stock to the individual shareholders of Altitude on a pro rata basis in exchange for receive 100% of the shares of Altitude. Following the Share Exchange, Altitude became a wholly-owned subsidiary of the Company. See Note 1.
Prior to the Share Exchange Agreement, there were 22,828,659 shares of common stock of the Company issued and outstanding, 14,700,000 of which were cancelled on June 27, 2017. As consideration for the Share Exchange Agreement, the shareholders of Altitude received a total of 6,102,000 restricted shares of –the Company, proportionate to their shareholdings in Altitude.
On June 27, 2017, the date of closing of the Share Exchange Agreement, the Company issued 500,000 shares of its common stock to an accredited investor pursuant to a Subscription Agreement for $100,000, or $0.20 per share. Total proceed received was $87,500 after paying transaction costs of $12,500. Immediately following the Share Exchange agreement, there will are 21,728,659 shares of common stock issued and outstanding and no shares of preferred stock outstanding.
On January 1, 2018, the Company was contractually obligated to issue its legal counsel 37,500 shares of common stock for legal work to date. The common stock of the Company is thinly traded and had a value of $1.35 per share, therefore the Company recorded the transaction at $50,625.
On January 1, 2018, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for January 2018. The common stock of the Company is thinly traded and had a value of $1.35 per share, therefore the Company recorded the transaction at $16,875.
On January 2, 2018, the Company issued 1,000,000 shares of common stock to Joseph B. Frost, the Company’s Chief Operating Officer, under his employment agreement. The common stock of the Company is thinly traded and had a value of $1.35 per share, therefore the Company recorded the transaction at $1,350,000. See Note 7.
On February 1, 2018, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for February 2018. The common stock of the Company is thinly traded and had a value of $1.35 per share, therefore the Company recorded the transaction at $16,875.
On March 1, 2018, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for March 2018. The common stock of the Company is thinly traded and had a value of $1.10 per share, therefore the Company recorded the transaction at $13,750. As of March 31, 2018, these shares had not been issued.
As of March 31, 2018, and December 31, 2017, the Company has 22,803,659 and 21,728,659 shares of no par common stock issued, issuable, and outstanding.
Stock Option Plan
On February 13, 2018, the Company’s shareholders and Board of Directors approved the 2017 Incentive Stock Plan.
NOTE 9 – INCOME TAXES
As of March 31, 2018, and December 31, 2017, the Company has net operating loss carry forwards of $403,890 and $290,405. The carry forward expires through the year 2038. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code.
The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to loss before taxes for fiscal year 2018 and 34% to loss before taxes for fiscal year 2017), as follows:
|
March 31,
|
December 31,
|
|||||||
|
2018
|
2017
|
|||||||
|
Tax expense (benefit) at the statutory rate
|
$
|
(23,832
|
)
|
$
|
(60,985
|
)
|
||
|
State income taxes, net of federal income tax benefit
|
||||||||
|
Change in valuation allowance
|
23,832
|
60,985
|
||||||
|
Total
|
$
|
-
|
$
|
-
|
||||
The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.
The tax year 2017 remains to examination by federal agencies and other jurisdictions in which it operates.
The tax effect of significant components of the Company’s deferred tax assets and liabilities at March 31, 2018 and December 31, 2017, are as follows:
|
March 31,
|
December 31,
|
|||||||
|
2018
|
2017
|
|||||||
|
Deferred tax assets:
|
||||||||
|
Net operating loss carryforward
|
$
|
84,817
|
$
|
60,985
|
||||
|
Timing differences
|
-
|
-
|
||||||
|
Total gross deferred tax assets
|
84,817
|
60,985
|
||||||
|
Less: Deferred tax asset valuation allowance
|
(84,817
|
)
|
(60,985
|
)
|
||||
|
Total net deferred taxes
|
$
|
-
|
$
|
-
|
||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
Because of the historical earnings history of the Company, the net deferred tax assets for 2018 and 2017 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $84,817 and $60,985 as of March 31, 2018 and December 31, 2017, respectively.
On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 34% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets recorded on our balance sheet. Given that the deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the Company’s financial position and net loss. However, if and when we become profitable, we will receive a reduced benefit from such deferred tax assets. Had this legislation been effective prior to our December 31, 2017, fiscal year-end, the effect of the legislation would have been a reduction in deferred tax assets and the corresponding valuation allowance.
Results of Operations
For the three months ended March 31, 2018
Revenue
The Company had no revenue for the three months ended March 31, 2018.
Operating Expenses
The Company had operating expenses of $1,545,582 for the three months ended March 31, 2018, which primarily consisted of stock-based compensation of $1,448,125.
Net Loss
The Company had a net loss of $1,561,608 for the three months ended March 31, 2018. The net loss was primarily to the abovementioned effect.
Liquidity and Capital Resources
As of March 31, 2018, the Company had cash and cash equivalents of $18,667. We do not have sufficient resources to effectuate our business. We expect to incur a minimum of $320,000 in expenses during the next twelve months of operations. We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees.
We used cash in operations of $66,200 for the three months ended March 31, 2018. The negative cash flow from operating activities for the three months ended March 31, 2018 is attributable to the Company’s net loss from operations of $1,561,608 primarily due to the issuance of common stock for services ($1,448,125).
We used cash in investing or financing activities of $0 for the three months ended March 31, 2018.
We had cash provided by financing activities of $60,000 for the three months ended March 31, 2018, consisting of loans from Dave Vincent and Joseph B. Frost.
We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.
Plan of Operation
The Company will produce systems under license from Sporting Edge UK Ltd. These systems include the control of simulated altitude as a minimum and often the simultaneous control of temperature and humidity, providing a full environmental capability. Also included in the license are the Training Protocols that Sporting Edge has established to ensure that the optimum results are achieved by athletes using the altitude facilities.
The Company will lease space in the Woodway facility in Waukesha to undertake the manufacture of systems. This will consist primarily of manufacturing space, but with a small office content. The work will primarily consist of the assembly of components into the unique licensed designs. Initial recruitment of technically capable persons will be necessary, followed by short training blocks to pass on the required skills. At least one person is likely to visit the UK to see systems in operation and obtain hands-on experience of the manufacturing requirement. Woodway is an engineering-based company and so is a perfect environment in which to establish an operation which is in many ways similar to their own. In addition, many aspects of infrastructure – goods handling, welfare facilities, etc. – can be accessed immediately without expense to Altitude.
The Company has two approaches to penetrating the market.
|
·
|
The Company has appointed Woodway as the sole Distributor for North, South and Central America. This provides access to every professional Sports Club, College and University as well as many Hospitals and Military facilities. As a result, the time and cost associated with establishing and operating a sales force is avoided.
|
|
·
|
The Company also has Board members and Company Ambassadors who are able to access key, top level decision makers via their personal contact networks.
|
A demonstration Altitude Room has been installed at the Woodway facility in Waukesha to allow effective demonstration of the physiological changes brought about be reduced oxygen air.
Customer support and installation activities will be carried out in association with the existing network of Woodway Service Centers. Once again, the cost and time of establishing such a network is avoided whilst ensuring that the vital support element is in place.
Commercial operations will center in Florida where a second demonstration facility will be located, working in association with an existing top end Fitness facility.
Off-balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Evaluation of Disclosure Controls and Procedures
The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:
|
·
|
The Company does not have independent directors;
|
|
·
|
Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;
|
|
·
|
Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting; and
|
|
·
|
Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.
|
|
·
|
To remediate our internal control weaknesses, management intends to implement the following measures:
|
|
·
|
As funding permits, the Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.
|
|
·
|
The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting.
|
|
·
|
Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.
|
The additional hiring is contingent upon The Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management hopes to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.
The Company’s officers do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits 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 the 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. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control Over Financial Reporting
During the fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
None.
Not required.
During the quarter ending March 31, 2018, the Company issued the following unregistered securities. These securities were issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, Regulation D promulgated thereunder as there was no general solicitation, and the transactions did not involve a public offering.
Effective as of January 2, 2018, the Company issued 1,000,000 shares of the Company’s common stock to the Chief Operating Officer of the Company as payment for services rendered pursuant to an employment agreement.
On January 1, 2018, the Company issued 50,000 shares of the Company’s common stock to its legal counsel as payment for services rendered pursuant to an engagement agreement.
Effective February 1, 2018, the Company issued 12,500 shares of the Company’s common stock to its legal counsel as payment for services rendered pursuant to an engagement agreement.
None.
Not applicable.
None.
|
Exhibit
|
|
|
|
Number
|
|
Description
|
|
3.1
|
|
|
|
3.1.1
|
|
|
|
3.1.2
|
|
|
|
3.2
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
|
|
|
101 INS
|
|
XBRL Instance Document
|
|
101 SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
101 CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
101 DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101 LAB
|
|
XBRL Taxonomy Labels Linkbase Document
|
|
101 PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
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.
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
|
|
/s/ Dave Vincent
|
|
Principal Executive Officer and Principal Financial and Accounting Officer
|
|
May 21, 2018
|
|
Dave Vincent
|
|
|
|
|
22