Organicell Regenerative Medicine, Inc. - Quarter Report: 2015 January (Form 10-Q)

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our consolidated financial statements included in this Form 10-Q are as follows:

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended January 31, 2015 are not necessarily indicative of the results that can be expected for the full year.

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BESPOKE TRICYCLES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2015 (UNAUDITED)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Bespoke Tricycles Inc. was incorporated on August 8, 2011 in the State of Nevada for the purpose of designing, manufacturing, and selling vending tricycles for commercial customers.  We operate through our wholly-owned subsidiary, Bespoke Tricycles, Ltd., a company organized under the Laws of England and Wales. On August 9, 2011 Bespoke Tricycles Inc. purchased all of the issued and outstanding shares of Bespoke Tricycles, Ltd. from our current officer and director, John Goodhew, in exchange for 5,000,000 shares of our common stock.

NOTE 2 - CONDENSED FINANCIAL INFORMATIONS

The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements. Interim Financial statements generally do not repeat disclosures appearing in the annual statements. All adjustments necessary for a fair presentation of the interim statements have been made; Moreover, all adjustments made, are of a normal recurring nature.”

“Due to the seasonal nature of our business, quarterly revenues, expenses, earnings and cash flows are not necessarily indicative of the results that may be expected for the full year

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted an October 31 fiscal year end.

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current presentation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. Significant intercompany accounts and transactions have been eliminated.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, inventories, and accounts payable. The carrying amounts of these financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.  

Concentrations of Credit Risk

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

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BESPOKE TRICYCLES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2015 (UNAUDITED)

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States 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 year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

Inventories

Inventories consist of tricycles and related parts, and are stated at lower of cost or market. Cost is determined on a weighted average method.

Revenue Recognition

The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of January 31,2015, there have been no interest or penalties incurred on income taxes.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of January 31, 2015.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.

Stock-Based Compensation

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.  The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. There has been no stock-based compensation issued to employees.

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BESPOKE TRICYCLES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2015 (UNAUDITED)

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees.  In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined.  There has been no stock-based compensation issued to non-employees.

Foreign Currency Translation

The Company is based in England although it is incorporated in Nevada. The functional currency of the Company is British pounds and is translated to U.S. dollars using the exchange rate effective for the date reported for assets and liabilities and the average exchange rate for the period reported for revenues and expenses.

Other Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss) and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net income (loss), including foreign currency translation adjustments, gains and losses related to certain derivative contracts, and gains or losses, prior service costs or credits, and transition assets or obligations associated with pension or other postretirement benefits that have not been recognized as components of net periodic benefit cost.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 4 – INVENTORIES

Inventories totaling $11,180 and $10,693 were composed of tricycles and related component parts at January 31, 2015 and October 31, 2014, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

During the three months ended January 31, 2015 and year ended October 31, 2014, an officer of the company paid for storage and other inventory items on behalf of the company and was reimbursed.

The CEO of the company advanced the company $50,863 on a short term basis. The note does not bear interest and  is due on demand.

NOTE 6 – ACCOUNTS PAYABLE

Accounts payable and accrued liabilities consisted of $8,925 and $1,931 due to the Company’s outside independent auditors for services related to the periods reported on in these financial statements ended January 31, 2015 and October 31, 2014 respectively. Accounts Payable and accrued liabilities additionally included $933 due to the Company’s attorneys for 2015. Remaining Accounts Payable and accrued liabilities included $143,336 of professional fees related to accounting, filing fees and accrued officer salary during January 31, 2015.

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BESPOKE TRICYCLES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2015 (UNAUDITED)

NOTE 7 – CAPITAL STOCK

The Company was incorporated on August 9, 2011 in Nevada with authorized capital of 90,000,000 shares of $0.001 par value common stock and 10,000,000 shares of $0.001 par value preferred stock.  

On August 9, 2011, the Company purchased all of the issued and outstanding shares of Bespoke Tricycles, Ltd. from our current officer and director, John Goodhew, in exchange for 5,000,000 shares of our common stock.

On September 2, 2011, the Company issued 2,500,000 shares of common stock to the founder for cash proceeds of $25,000.

There were no shares of common stock issued during the year ended October 31, 2012.

During the fiscal year October 31, 2013, 840,000 shares of common were issued for $42,000.

There were 8,340,000 and 8,340,000 shares of common stock issued and outstanding at October 31, 2014 and 2013 respectively.

There were no shares of preferred stock issued and outstanding at January 31, 2015 and October 31, 2014.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement However, during the three months ended January 31, 2015, value of the rent was accrued as the value of  inventory storage became material to the financial statements. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

NOTE 9 – LIQUIDITY AND GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company had limited revenues as of January 31, 2015.  The Company currently has negative working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to January 31, 2015 to the date these financial statements were issued, and found an issuance through private placement of 100,000 shares of common restricted stock was issued February 19, 2015 for $25,000 to be significant to be reported in these financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Company Overview

We were incorporated as Bespoke Tricycles Inc. on August 8, 2011 in the State of Nevada for the purpose of designing, manufacturing, and selling vending tricycles for commercial customers. We operate through our wholly-owned subsidiary, Bespoke Tricycles, Ltd., a company organized under the Laws of England and Wales. On August 10, 2011, we purchased all of the issued and outstanding shares of Bespoke Tricycles, Ltd. from our current officer and director, John Goodhew, in exchange for 5,000,000 shares of our common stock.

Our operating subsidiary has been manufacturing vending tricycles for over 3 years. We have fabricated and sold approximately 250 units to date. The majority of sales have been through third party e-commerce sites such as EBay, Gumtree and Amazon. Limited funding has restricted our supply levels to date.

We have acquired a patent in the United Kingdom for ‘a collapsible front loading vending tricycle’ (Intellectual Property Office patent number GB1002964.3). Because of the unique design of our collapsible tricycles, we benefit from reduced packaging and shipping costs, enabling us to access a global market. We believe our ability to ship our products internationally with relative low cost is one of our competitive advantages.

Our overall aim is to manufacture a professional vending tricycle that is ideal for small startup businesses to trade from and for larger companies for marketing or promotional reasons. Our goal is to provide customers with quality tricycles that will help them turn a healthy profit in a time where other career paths are restricted and more people are looking to set up their own businesses.

Our Plan for the Next 12 Months

The following is a list of business goals and milestones we wish to accomplish within the next three years.

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Secure additional funding to increase production

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Purchase machinery, equipment and supplies to increase and bring production in-house to manage costs effectively

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Hire skilled employees to complete our team

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Improve and expand the product range and online shop for business

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Successfully penetrate targeted markets

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Secure contracts to achieve projected sales goals

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Establish a solid reputation as a manufacturing leader

While we have experienced stable sales we would like to secure additional funding to enable us to increase the scale of our production. This is our primary focus. We are on the way to establishing our brand and company both in the United Kingdom and internationally. This is evidenced by the quality of customers we have, the referrals we are seeing and the lack of returns and customer complaints. We intend to continue to develop and manufacture quality products to ensure our brand become synonymous with quality.

While the efficiency of our assembly production and small lead times means we can produce new tricycles quickly should we secure sufficient funding we intend to lease a suitable storage/workshop space in south London. This would allow us to bring some of the production in house rather than out sourcing. There are many suitable spaces available from disused railway arches that can be leased from Transport for London website to private units leased by individuals. The approximate cost of a suitable unit is between $8,000 and $10,000 per year. We will continue to monitor demand, sales, lead times and assess if leasing is economically viable throughout 2015.

With regards to new machinery, we have historically identified various machines that would increase production capacity. However as we currently outsource the majority of our production we do not currently require additional machinery. However should we secure additional funding we would use approximately $30,000 for facility upgrades, materials and inventories. These facility upgrades and inventory expenditures will be purchased immediately upon receipt of funding.

We currently subcontract the majority of the manufacturing process. Depending on the level of proceeds received we would like to bring these processes in house. This would require hiring suitably skilled welders, spray painters, tooling experts and a metalsmith. We will use specialized engineering recruitment consultants to find such skilled individuals and will provide suitable training where necessary. We estimate a part-time individuals meeting our requirements will cost approximately $50,000 per annum and full time individuals would cost approximately $100,000. Should we raise sufficient funding we would start recruiting immediately. Alternatively we could continue to outsource the manufacturing process until such a time those full time employees are financially viable. We would expect this to be within the next 12-24 months though organic growth should we not receive sufficient funding to recruit. Required training will be funded through revenues or proceeds of securities sold and employees will be sent on formal training courses offered by suitable industry trainers. Should we not receive the required proceeds the company will continue to use current skilled suppliers to complete the production of the bikes.

We have seen an increased amount of sales through our corporate website and we intend to continue to increase our online marketing and web presence. We currently utilize Google Adwords to advertise our products. We have worked with a specialist search engine optimization and marketing expert to help penetrate new market opportunities in the US, UK and other countries. We intend to focus this effort in the future to increase international sales. We estimate initially this will cost $3,000. We intend to develop online global campaigns using Google ad words which allows you to target potential customers by topic, location and language. Google Adwords allows you to choose where your ad appears, on which specific websites and in which geographical areas (states, towns, or even neighborhoods), allowing for targeted marketing. Words which we will use for the search will include ‘tricycles’, ‘ice cream tricycles’, ‘concession carts’, ‘vending carts’, ‘hot dog carts’ and other similar concepts that are popular in different countries/languages. We do not believe that a formal advertising campaign in newspapers and magazines to promote our products is as cost effective as the aforementioned routes so will not pursue this type of advertising.

We have seen exceptional results from Google Adwords in the UK and intend to develop some basic advertising campaigns to specifically target the USA and Europe. The size and length of this campaign will depend on available funding.

We continue to aim to soften the seasonal sway in sales by developing additional ‘boxes’ that can be bought from our website that allow a range of pre-established products to be sold from the tricycles. This flexibility will allow customers as well as Bespoke Tricycle Inc to stay atop trends or changes in desires from customers. We now sell 3 different models and now offer a cargo trailer which has been designed in house. We intend to explore further diversification in 2015 as we continue to experiment with different cargo carrying cycle ideas. We are also working to develop a winter product to sell during the colder months. We are currently working on developing a hot dog

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tricycle. A proportion of any additional funding would be allocated on developing a wider product range as well as testing these products the market. During the winter of 2014 we started manufacturing table legs and made sales of some 60 units. We are continuing to develop new products to ease this seasonal sway.

We intend to continue selling tricycles to our main UK audience as well as develop a more US, European customer base and thereafter the ‘rest of the world’. One factor that might make take away our competitive advantage in such a global market will be shipping costs. We may therefore investigate outsourcing manufacturing of the tricycles while protecting our patent globally. Through design research and development we hope to increase our range and therefore target market by modifying the current design to facilitate modified tricycles to a wider market.

Our available funds combined with revenues will not fund our activities for the next twelve months. As of January 31, 2015, our current cash on hand is $486 with inventories of $11,180. Our current monthly burn rate is approximately $1,265 per month. Based on our current burn rate, we will run out of funds soon without additional capital and assuming revenues based on past performance during that period. If we fail to raise sufficient funds in this offering, investors may lose their entire cash investment.

Results of Operations for the three months ended January 31, 2015 and 2014

Revenues

Our total revenue reported for the three months ended January 31, 2015 was $2,000, a decrease from $5,253 for the three months ended January 31, 2014. The decrease in revenues for the three months ended January 31, 2015 from the prior period is a result of a decrease in selling activity primarily caused from cash flow available for marketing efforts. We expect revenues to increase for the fiscal year ended October 31, 2015 as a result of increased sales resulting from improved marketing, increased production and higher quality production.  We will need to raise additional capital, however, in order to engage in these activities.

Cost of Goods Sold

Our cost of goods sold for the three months ended January 31, 2015 decreased to $1,192 from the prior year period when cost of goods sold was $3,727. The decrease in our cost of goods sold for the three months ended January 31, 2015 from the prior year period is attributable to a decrease in the units produced.

Gross Profit

Gross profit for the three months ended January 31, 2015 was $808 or approximately 40% of sales. Gross profit for the three months ended January 31, 2014 was $1,526, or approximately 29% of sales.

Operating Expenses

Operating expenses decreased to $14,822 for the three months ended January 31, 2015 from $36,520 for the three months ended January 31, 2014. Our operating expenses for the three months ended January 31, 2015 consisted of professional fees in the amount of $9,746 and general and administrative expenses of $5,076. In comparison, our operating expenses for the three months ended January 31, 2014 consisted of professional fees in the amount of $21,771 and general and administrative expenses of $14,749.

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to the continued development of our products, marketing expenses and the professional fees associated with our becoming a reporting company under the Securities Exchange Act of 1934.

Net Loss

Net loss for the three months ended January 31, 2015 was $14,014 compared to net loss of $35,058 for the three months ended January 31, 2014.

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Liquidity and Capital Resources

As of January 31, 2015, we had total current assets of $11,666, consisting of cash and inventories. We had current liabilities of $74,472 as of January 31, 2015. Accordingly, we had negative working capital of $62,806 as of January 31, 2015.

Operating activities used $7,278 in cash for the three months ended January 31, 2015, as compared with $33,578 used the three months ended January 31, 2014. Our negative operating cash flow for January 31, 2015 was mainly a result of our net loss for the quarter.

Financing activities provided $4,051 in cash for the three months ended January 31, 2015, as compared with $21,730 for the three months ended January 31, 2014. Our positive cash flow for each period was a result of advances from our officer and director, John Goodhew.

As of January 31, 2015, we had $486 in cash. Until we are able to sustain our ongoing operations through sales revenue, we intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Going Concern

We have limited revenues as of January 31, 2015. We currently have negative working capital, and have not completed our efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that we will be dependent, for the near future, on additional investment capital to fund operating expenses. We intend to position the company so that we may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that we will be successful in this or any of our endeavors or become financially viable and continue as a going concern.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

Recently Issued Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Off Balance Sheet Arrangements

As of January 31, 2015, there were no off balance sheet arrangements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

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Item 4.  Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of January 31, 2015.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2015, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of January 31, 2015, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting.  During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending October 31, 2015: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees. 

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the six months ended January 31, 2015 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A:Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On February 19, 2015, we completed a private placement of 100,000 shares of our common stock pursuant to Regulation S of the 1933 Act. All shares were issued at a price of $0.25 per share. We received proceeds of $25,000 from the offering. The purchaser represented to us that it was a Non-US Person as defined in Regulation S. We did not engage in a distribution of this offering in the United States. The purchaser represented its intention to acquire the securities for investment only and not with a view toward distribution. The purchaser was given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None

Item 6. Exhibits

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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.

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