RiskOn International, Inc. - Annual Report: 2009 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
x ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended March 31,
2009
o TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
transition period from ________________ to________________
Commission
file number 333-151633
MOBILIS
RELOCATION SERVICES INC.
(Exact
name of registrant as specified in its charter)
Nevada
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39-2075693
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(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
527
15TH
Avenue SW, Suite 410,
|
|
Calgary, Alberta, Canada
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T2R 1R5
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code 403-680-8994
Securities
registered under Section 12(b) of the Act:
None
|
N/A
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Title
of each class
|
Name
of each exchange on which
registered
|
Securities
registered under Section 12(g) of the Act:
Common Stock, $0.001 par
value
(Title of
class)
Indicate
by checkmark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes o No
x
Indicate
by checkmark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.
Yes o No
x
1
Indicate
by checkmark whether the registrant has (1) 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 x No
o
Indicate
by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x
Indicate
by checkmark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
|
o |
(Do
not check if a smaller reporting company)
|
Accelerated
filer
|
o |
Non-accelerated
filer
|
o |
Smaller
reporting company
|
x |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
Yes x No
o
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter: $68,000.00 based on a
price of $0.02 per share, being the issue price per share of the last private
placement of our company in March, 2008. The aggregate market value as
determined by the average of bid and ask closing prices is inapplicable due to
the fact that the common shares of our company have not traded to
date.
APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PAST FIVE YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
Yes o No
o
N/A
(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. 3,400,000 shares of common stock as
of June 29, 2009.
DOCUMENTS
INCORPORATED BY REFERENCE
List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980). Not Applicable
2
PART
I
Forward
Looking Statements.
This
annual report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These statements relate to future events or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as “may”, “should”, “expects”,
“plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or
“continue” or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
“Risk Factors” and the risks set out below, any of which may cause our or our
industry’s actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements.
Forward
looking statements are made based on management’s beliefs, estimates and
opinions on the date the statements are made and we undertake no obligation to
update forward-looking statements if these beliefs, estimates and opinions or
other circumstances should change. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform
these statements to actual results.
Our
financial statements are stated in United States dollars (US$) and are prepared
in accordance with United States Generally Accepted Accounting
Principles.
In this
annual report, unless otherwise specified, all dollar amounts are expressed in
United States dollars and all references to "common stock" refer to the common
shares in our capital stock.
As used
in this annual report, the terms "we", "us", "our", and "Mobilis" mean Mobilis
Relocation Services Inc.., unless the context clearly requires
otherwise.
ITEM
1. BUSINESS
General
Mobilis
Relocation Services Inc. (“Mobilis” or the “Company”) was incorporated in Nevada
on November 19, 2007, with a mission of becoming a leading resource for an
individual or family’s relocation / moving needs. It aims to offer a
high value service – a tailored and complete relocation report that combines a
vast array of current information, contacts, links and other information
regarding all aspects of a move, at a low cost. It will initially
begin by offering a purely online presence, and will fill a gap in the market
for the following reasons.
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w
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“Traditional”
relocation specialists invariably involve a labor intensive process,
whereby individuals provide a personalized service which tends to be
either high cost or bundled with other high cost
services.
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w
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Simple
books and guides on relocating normally do not offer detailed, current, or
the most relevant information tailored to an individual’s particular
circumstances.
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w
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Current
online offerings are invariably aligned with or are simple extensions of
one or more service providers (i.e. owned by a moving or real estate
company) and are geared toward steering consumers to purchase particular
services (i.e. “call for a quote” or fill in a form and someone will call
you).
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3
The basic
problem is that high value services are costly and today’s online offerings are
really just simple conduits for other services. It is the goal of
Mobilis to combine the best features of the above approaches and provide
consumers with a best of breed solution – not only with the most information,
but also with highly detailed and relevant information. Because the
process will be automated and online, this can be provided at a fraction of the
cost of current high value offerings.
This
service will appeal to consumers for several reasons:
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It
will offer consumers the ability to specify in detail exactly what kind of
information they need.
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w
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The
site will tell them exactly what information is available concerning all
the areas they want information on. There will be no guesswork
– for example how many moving contacts there are in the database of the
relevant area(s), whether there is detailed information concerning costing
options, what types of merchant “coupons” are available in the package,
what type of information is available on the new area (i.e. housing market
studies, etc.).
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w
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Fees
charged, although low, will be tailored toward the value of the package
(i.e. for packages with more information, Mobilis may have higher
prices).
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The
critical difference between Mobilis and virtually every other service available
in the marketplace today will be that Mobilis will be providing objective,
detailed, relevant information whereas other providers are an attempt to sell
particular moving service(s).
Revenues
will be derived from several sources:
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w
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Fees
to consumers,
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w
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Advertising
from relevant, reputable businesses – management of Mobilis believes that
there are virtually limitless possibilities in this area due to the vast
number of businesses and services that may be involved in a relocation
(i.e. real estate related, retail stores, moving & storage / truck
rental, accommodation, cleaning / packing, renovation / repair,
professional services, etc.).
|
Since the
inception of Mobilis Relocation Services Inc. we have been working towards the
launch of our website that we will use to generate revenues.
We have
no revenues, have achieved losses since inception, have been issued a going
concern opinion by our auditors and rely upon the sale of our securities to fund
operations. Accordingly, we will be dependent on future additional financing in
order to maintain our operations.
Competition
We
conduct our business in an environment that is highly competitive and
unpredictable. Many of our competitors are national or international companies
with far greater resources, capital and access to information than us.
Accordingly, these competitors may be able to spend greater amounts on the
development of their websites This competition could result in our competitors
having services of greater quality and attracting prospective investors to
finance the development of their services on more favorable terms. As a result
of this competition, we may become involved in an acquisition with more risk or
obtain financing on less favorable terms.
Employees
Currently
our only employee is our sole director and officer. We do not expect any
material changes in the number of employees over the next 12 month period. We
anticipate that we will be conducting most of our business through agreements
with consultants and third parties. Our sole officer does not have an employment
agreement with us.
4
Subsidiaries
We do not
have any subsidiaries.
Intellectual
Property
We do not
own, either legally or beneficially, any patent or trademark.
ITEM
1A. RISK FACTORS
Our
common shares are considered speculative. Prospective investors should consider
carefully the risk factors set out below.
Risks
Related To Our Financial Condition and Business Model
If
we do not obtain additional financing, we will not be able to conduct our
business operations to the extent that we become profitable
Our
current operating funds will cover the initial stages of our business plan;
however, we currently do not have any operations and we have no income. Because
of this and the fact that we will incur significant legal and accounting costs
necessary to maintain a public corporation, we will require additional financing
to complete our development activities. We currently do not have any
arrangements for financing and we may not be able to obtain financing when
required. We believe the only source of funds that would be realistic
is through a loan from our president and the sale of equity
capital.
Our
Independent Auditor has indicated that he has substantial doubt about our
ability to continue as a going concern
John
Kinross-Kennedy, C.P.A., our independent auditor, has expressed substantial
doubt about our ability to continue as a going concern given our lack of
operating history and the fact to date have had no revenues. Potential investors
should be aware that there are difficulties associated with being a new venture,
and the high rate of failure associated with this fact.
Because
we anticipate our operating expenses will increase prior to our earning
revenues, we may never achieve profitability
Prior to
completion of our development stage, we anticipate that we will incur increased
operating expenses without realizing any revenues. We therefore expect to incur
significant losses into the foreseeable future. We recognize that if we are
unable to generate significant revenues from our business development, we will
not be able to earn profits or continue operations. There is no history upon
which to base any assumption as to the likelihood that we will prove successful,
and we may not be able to generate any revenues or ever achieve profitability.
If we are unsuccessful in addressing these risks, our business will most likely
fail.
Because
our president has only agreed to provide his services on a part-time basis, he
may not be able or willing to devote a sufficient amount of time to our business
operations, causing our business to fail
Because
we are in the development stage of our business, Mr. Zenith will not be spending
a significant amount of time on our business. Mr. Zenith expects to expend
approximately 15 hours per week on our business. Competing demands on Mr.
Zenith's time may lead to a divergence between his interests and the interests
of other shareholders. Mr. Zenith is the founder of a real estate investment
management company where he focuses the majority of his time, and none of the
work he will be undertaking will directly compete with Mobilis Relocation
Services Inc.
5
Because
our president owns approximately 44% of our outstanding common stock, investors
may find that corporate decisions influenced by Mr. Zenith are inconsistent with
the best interests of other stockholders
Mr.
Zenith is our president and sole director. He owns approximately 44% of the
outstanding shares of our common stock as of the date of this prospectus.
Accordingly, he will have a significant influence in determining the outcome of
all corporate transactions or other matters, including mergers, consolidations
and the sale of all or substantially all of our assets, and also the power to
prevent or cause a change in control. While we have no current plans with regard
to any merger, consolidation or sale of substantially all of its assets, the
interests of Mr. Zenith may still differ from the interests of other
stockholders. Mr. Zenith owns 1,500,000 common shares for which he paid $0.01
per share.
Because
our President and sole director is a Canadian Resident, difficulty may arise in
attempting to effect service or process on him in Canada
Because
Mr. Zenith our sole director and officer, is a Canadian resident, difficulty may
arise in attempting to effect service or process on him in Canada or in
enforcing a judgment against Mobilis Relocation Services, Inc.’s assets located
outside of the United States.
The
success of our business depends on the continued use and growth of the Internet
as a commerce platform
The
existence and growth of our service depends on the continued acceptance of the
Internet as a commerce platform for individuals and enterprises. The internet
could possibly lose its viability as a tool to pay for online services by the
adoption of new standards and protocols to handle increased demands of Internet
activity, security, reliability, cost, ease-of-use, accessibility and quality of
service. The acceptance and performance of the Internet has been
harmed by “viruses,” “worms,” and “spy-ware”. If for some reason the
Internet was no longer widely accepted as a tool to pay for online services, the
demand for our service would be significantly reduced, which would harm or cause
our business to fail.
Because
we will rely on a third-party for hosting and maintenance of our website,
mismanagement or service interruptions could significantly harm our
business
Our
website will be hosted and maintained by a third party hosting
service. Any mismanagement, service interruptions, or damage to the
data of our company or our customers, could result in the loss of customers, or
other harm to our business.
Because
we face significant competition our business may fail
Many of
our competitors have long operating histories, greater financial, technical, and
marketing resources. Because we face significant competition from
other companies offering similar services, the current and possible increase in
competition may result in price reductions, reduced gross margins, and could
have a material adverse effect on our business, financial condition, and results
of operations.
Evolving
regulation of the Internet may adversely affect us
As
Internet commerce continues to evolve there may be increased regulation by
federal, state and/or foreign agencies. Any new regulations which
restrict our business could harm or cause our business to fail.
6
Risks Related to our
Common Stock
We have not paid any
dividends and do not foresee paying dividends in the future
Payments
of dividends on our common stock is within the discretion of the board of
directors and will depend upon future earnings, our capital requirements,
financial condition and other relevant factors. We have no plan to declare any
dividends in the foreseeable future.
Our
stock is a penny stock. Trading of our stock may be restricted by the SEC’s
penny stock regulations and the FINRA’s sales practice requirements, which may
limit a stockholder’s ability to buy and sell our stock
Our stock
is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9
which generally defines “penny stock” to be any equity security that has a
market price (as defined) less than $5.00 per share or an exercise price of less
than $5.00 per share, subject to certain exceptions. Our securities are covered
by the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
“accredited investors”. The term “accredited investor” refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the SEC which
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customer’s
account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customer’s confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser’s written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in, and limit the marketability of, our common stock.
In
addition to the “penny stock” rules promulgated by the Securities and Exchange
Commission, the Financial Industry Regulatory Authority has adopted rules that
require that in recommending an investment to a customer, a broker-dealer must
have reasonable grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer’s financial status, tax status, investment
objectives and other information. Under interpretations of these rules, the
National Association of Securities Dealers believes that there is a high
probability that speculative low-priced securities will not be suitable for at
least some customers. The National Association of Securities Dealers’
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock.
ITEM
2. PROPERTIES
Executive
Offices
Our
executive offices are located at 527 15th Avenue
SW, Suite 410, Calgary, Alberta, T2R 1R5, Canada. Mr. Zenith, our sole director
and officer, currently provides this space to us free of charge. This space may
not be available to us free of charge in the future. We do not own any real
property.
7
ITEM
3. LEGAL PROCEEDINGS
We know
of no material, active or pending legal proceedings against our company, nor are
we involved as a plaintiff in any material proceeding or pending litigation.
There are no proceedings in which any of our directors, officers or affiliates,
or any registered or beneficial shareholder, is an adverse party or has a
material interest adverse to our interest.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
None.
PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Market
for Securities
Our
common shares are quoted on the Over-The-Counter Bulletin Board under the
trading symbol “MBSV.OB”. Our shares have been quoted on the Over-The-Counter
Bulletin Board since September 8, 2008. There have been no trades in our shares
of common stock since September 8, 2008.
Our
transfer agent is Island Stock Transfer, of 100 2nd Avenue, S, Suite 104N, St.
Petersburg, FL 33701; telephone number 727.289.0010; facsimile:
727.289.0069.
Holders
of our Common Stock
As of
June 29, 2009, there were 30 registered stockholders holding 3,400,000 shares of
our issued and outstanding common stock.
Dividend
Policy
There are
no restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
declaring dividends where, after giving effect to the distribution of the
dividend:
1.
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We
would not be able to pay our debts as they become due in the usual course
of business; or
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2.
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Our
total assets would be less than the sum of our total liabilities plus the
amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the
distribution.
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We have
not declared any dividends and we do not plan to declare any dividends in the
foreseeable future.
Recent
Sales of Unregistered Securities
We have
not sold any equity securities that were not registered under the Securities Act
during the fiscal year ended March 31, 2009.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
We did
not purchase any of our shares of common stock or other securities during our
fiscal year ended March 31, 2009.
8
Securities Authorized for Issuance
Under Equity Compensation Plans
We do not
have any equity compensation plans.
ITEM
6. SELECTED FINANCIAL DATA
Not
Applicable.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
The
following discussion should be read in conjunction with our audited financial
statements and the related notes that appear elsewhere in this annual report.
The following discussion contains forward-looking statements that reflect our
plans, estimates and beliefs. Our actual results could differ materially from
those discussed in the forward looking statements. Factors that could cause or
contribute to such differences include those discussed below and elsewhere in
this annual report.
Our
audited consolidated financial statements are stated in United States dollars
and are prepared in accordance with United States generally accepted accounting
principles.
Plan
of Operation
Our plan
of operations is a three stage program as follows:
Mobilis
has commenced phase I that will be dedicated to the following
activities.
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·
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Design
and construction of the Mobilis website, which will include an ecommerce
capability,
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·
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Establishing
merchant relationships with Paypal and credit card
companies,
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·
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With
an initial focus on at least one major market area, developing extensive
lists of various industry suppliers (i.e. see “The Mobilis Relocation
Service” above for types and
examples).
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·
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Developing
detailed marketing techniques and plans that will appeal to
consumers.
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·
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Go
live with its website.
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The
budget for phase one is approximately $15,000 to $20,000 and is expected to be
completed in August 2009. Mobilis currently has sufficient funds to complete
phase one of its plan of operations.
The
second phase of the operating plan will begin in September 2009 and will be
continuous as it will be focused on the build out of the website to additional
market areas. It is expected that the President of Mobilis will head
this effort. Due to the nature of the costs involved and the fact that Mr.
Zenith will not be receiving a salary at this time, it is expected that expenses
related to phase two to be less than approximately $5,000 - $10,000. The company
currently has sufficient cash on hand to fund this phase of its plan of
operations. The timeline will depend on the revenues and or funding at that
time. If the company begins to generate sufficient revenues it will hire
additional staff to facilitate a more rapid assembly of relevant
content.
If
Mobilis is successful implementing its’ business plan and begins to produce
meaningful revenues from the website, Management will institute phase three of
the business plan, which may involve hiring additional staff to handle special
requests and begin to deal with more personalized, complex demands by
consumers. It is anticipated that much higher fees will be charged
for this service. However, it is planned at this time that the nature
of the service will remain the same – being the delivery of objective advice for
consumers (as opposed to “pushing” the delivery of services) in order to
continue to reinforce the “pure” Mobilis brand.
9
We have
not attained profitable operations and are dependent upon obtaining financing to
pursue any extensive business activities. For these reasons our auditors stated
in their report on our audited financial statements that they have substantial
doubt we will be able to continue as a going concern.
We did
not earn any revenues from inception through the period ending March 31,
2009. We do not anticipate earning revenues until such time as our
website is fully operational. We are presently in the development stage of our
business and we can provide no assurance that we will generate any revenue or
attain profitability.
We
incurred operating expenses in the amount of $35,592 from inception on November
19, 2007 through the period ended March 31, 2009. These operating
expenses were composed of professional fees, and other administrative
expenses.
Results of
Operations
The
following summary of our results of operations should be read in conjunction
with our audited financial statements for the year ended March 31, 2009 which
are included herein.
Our
operating results for the years ended March 31, 2009 and 2008 are summarized as
follows:
Years
Ended
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||||||||
March
31,
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||||||||
2009
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2008
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|||||||
Revenue
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$ | - | $ | - | ||||
Operating
Expenses
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$ | 31,115 | 4,477 | |||||
Net
Loss
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$ | 31,115 | $ | 4,477 |
Revenues
We have
not earned any revenues to date, and do not anticipate earning revenues until
such time as our website has become fully operational.
Expenses
Our
expenses for the years ended March 31, 2009 and 2008 are outlined in the table
below:
Years
Ended
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||||||||
March
31,
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||||||||
2009
|
2008
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|||||||
Consulting
Expenses
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$ | 18,973 | $ | 3,000 | ||||
Professional
Fees
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11,721 | - | ||||||
Other
General and Administrative
|
421 | 1,477 | ||||||
Total
Expenses
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$ | 31,115 | $ | 4,477 |
General and
Administrative
The
increase in our expenses for the year ended March 31, 2009 compared to March 31,
2008 was primarily due to the costs associated with the filing of our
registration statement and development costs.
10
Professional
Fees
Professional fees
include our accounting and auditing expenses incurred in connection with the
preparation and audit of our financial statements and professional fees that we
pay to our legal counsel. Our accounting and auditing expenses were incurred in
connection with the preparation of our audited financial statements and
unaudited interim financial statements and our preparation and filing of a
registration statement with the SEC. Our legal expenses represent amounts paid
to legal counsel in connection with our corporate organization.
Going Concern
The
financial statements accompanying this report have been prepared on a going
concern basis, which implies that our company will continue to realize its
assets and discharge its liabilities and commitments in the normal course of
business. Our company has not generated revenues since inception and has never
paid any dividends and is unlikely to pay dividends or generate earnings in the
immediate or foreseeable future. The continuation of our company as a going
concern is dependent upon the continued financial support from our shareholders,
the ability of our company to obtain necessary equity financing to achieve our
operating objectives, and the attainment of profitable operations. As at
March 31, 2009, our company has accumulated losses of $35,592 since inception.
We do not have sufficient working capital to enable us to carry out our stated
plan of operation for the next twelve months. These financial statements do not
include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should
our company be unable to continue as a going concern.
Due to
the uncertainty of our ability to meet our current operating expenses and the
capital expenses noted above in their report on the financial statements for the
year ended March 31, 2009, our independent auditors included an explanatory
paragraph regarding concerns about our ability to continue as a going concern.
Our financial statements contain additional note disclosures describing the
circumstances that lead to this disclosure by our independent
auditors.
The
continuation of our business is dependent upon us raising additional financial
support. The issuance of additional equity securities by us could result in a
significant dilution in the equity interests of our current stockholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.
Future
Financings
We
anticipate continuing to rely on equity sales of our common shares in order to
continue to fund our business operations. Issuances of additional shares will
result in dilution to our existing stockholders. There is no assurance that we
will achieve any additional sales of our equity securities or arrange for debt
or other financing to fund our planned activities. Mr. Zenith has
agreed to provide loans to a minimal amount to carry on our legal,
accounting and reporting needs.
Off-Balance Sheet
Arrangements
We have
no significant off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to
stockholders.
Application
of Critical Accounting Estimates
The
financial statements of our company have been prepared in accordance with
generally accepted accounting principles in the United States. Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
use of estimates which have been made using careful judgment.
11
The
financial statements have been prepared within the framework of the significant
accounting policies summarized below:
Recent
Accounting Pronouncements
In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles,”
or SFAS 162. SFAS 162 is intended to improve financial reporting by
identifying a consistent framework, or hierarchy, for selecting accounting
principles to be used in preparing financial statements that are presented in
conformity with U.S. GAAP for nongovernmental entities. SFAS 162 is effective 60
days following the Securities and Exchange Commission’s approval of the Public
Company Accounting Oversight Board’s amendments to AU Section 411, “The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles”. Our company is
currently evaluating the impact of adopting SFAS 162 but does not expect that it
will have a significant effect on its financial position, cash flows or results
of operations.
In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts – An interpretation of FASB Statement No. 60,” or
SFAS 163. SFAS 163 requires that an insurance enterprise recognize a claim
liability prior to an event of default when there is evidence that credit
deterioration has occurred in an insured financial obligation. It also clarifies
how Statement 60 applies to financial guarantee insurance contracts, including
the recognition and measurement to be used to account for premium revenue and
claim liabilities, and requires expanded disclosures about financial guarantee
insurance contracts. SFAS 163 is effective for financial statements issued for
fiscal years beginning after December 15, 2008, except for some disclosures
about the insurance enterprise’s risk-management activities. SFAS 163 requires
that disclosures about the risk-management activities of the insurance
enterprise be effective for the first period beginning after issuance. Our
company is currently evaluating the impact of adopting SFAS 163 but does not
expect that it will have a significant effect on its financial position, cash
flows or results of operations.
In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141R, "Business Combinations" (“FAS 141R”)
which replaces FAS No. 141 and establishes principles and requirements for how
the acquirer of a business recognizes and measures in its financial statements
the identifiable assets acquired, the liabilities assumed, and any
non-controlling interest in the acquiree. FAS 141R also provides guidance for
recognizing and measuring the goodwill acquired in the business combination and
determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This Statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. Early adoption of FAS
141R is prohibited. Our company will assess the impact of FAS 141R in the event
it enters into a business combination for which the expected acquisition date is
subsequent to the required effective date.
In
December 2007, the FASB issued FAS 160, which is effective for fiscal years
beginning after December 15, 2008. Under FAS 160, the non-controlling interest
will be measured at 100% of the fair value of assets acquired and liabilities
assumed. Under current standards, the non-controlling interest is measured at
book value. For presentation and disclosure purposes, non-controlling interests
will be classified as a separate component of shareholders’ equity. In addition,
FAS 160 will change the manner in which increases/decreases in ownership
percentages are accounted for. Changes in ownership percentages will be recorded
as equity transactions and no gain or loss will be recognized as long as the
parent retains control of the subsidiary. When a parent company deconsolidates a
subsidiary but retains a non-controlling interest, the non-controlling interest
is re-measured at fair value on the date control is lost and a gain or loss is
recognized at that time. Finally, under FAS 160, accumulated losses attributable
to the non-controlling interests are no longer limited to the original carrying
amount, and therefore non-controlling interests could have a negative carrying
balance. The provisions of FAS 160 are to be applied prospectively with the
exception of the presentation and disclosure provisions, which are to be applied
for all prior periods presented in the financial statements. Early adoption is
not permitted. Our company has reviewed the standards of FAS 160 and has
concluded that it will not have any effect on its financial
statements.
12
In
February 2007, the FASB issued No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities” (SFAS No. 159). SFAS No. 159 permits Companies
to choose to measure certain financial instruments and certain other items at
fair value. The standard requires that unrealized gains and losses on items for
which the fair value option has been elected be reported in earnings. SFAS No.
159 is effective for our company beginning in the first quarter of fiscal year
2008, although earlier adoption is permitted. Our company is currently
evaluating the impact that SFAS No. 159 will have on its financial
statements.
In
September 2006, FASB issued SFAS No. 157, “Fair Value Measures”. This Statement
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP), expands disclosures about fair
value measurements, and applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 does not require any new
fair value measurements. However, the FASB anticipates that for some entities,
the application of SFAS No. 157 will change current practice. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, which for our company would be the fiscal year beginning
September 1, 2008. Our company is currently evaluating the impact of adopting
SFAS No. 157 but does not expect that it will have a significant effect on its
financial position or results of operations.
13
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
MOBILIS
RELOCATION SERVICES INC.
(A
Development Stage Company)
FINANCIAL
STATEMENTS
MARCH
31, 2009 AND 2008
(Stated
in U.S. Dollars)
14
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: The
Board of Directors and Shareholders
Mobilis
Relocation Services Inc.
Reno,
Nevada
I have
audited the accompanying balance sheet of Mobilis Relocation Services Inc. as of
March 31, 2009 and 2008 and the related statements of operations, stockholders’
equity and cash flows for the period then ended. These financial statements
are the responsibility of the Company’s management. My responsibility
is to express an opinion on these financial statements based on my
audit.
I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for
my opinion.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered an initial loss and has not yet
commenced operations. This raises substantive doubt about the
Company’s ability to continue as a going concern. Management’s plans
in regard to these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
In my
opinion, based on my audit, the financial statements referred to above present
fairly, in all material respects, the financial position of Mobilis Relocation
Services Inc. as of March 31, 2009 and 2008 and the results of its operations,
its stockholders’ equity and its cash flows for the year ended March 31, 2009
and the period ended March 31, 2008, in conformity with United States generally
accepted accounting principles.
The
Company has determined that it is not required to have, nor was I engaged to
perform, an audit of the effectiveness of its documented internal controls over
financial reporting.
s/b
John
Kinross-Kennedy
Certified
Public Accountant
Irvine,
California
June 25,
2008
15
MOBILIS
RELOCATION SERVICES INC.
|
||||||||
(A
Development Stage Company)
|
||||||||
Balance
Sheet
|
||||||||
as
at March 31,
|
||||||||
ASSETS
|
||||||||
2009
|
2008
|
|||||||
CURRENT
ASSETS
|
||||||||
Cash
and Cash Equivalents
|
$ | 18,849 | $ | 49,964 | ||||
18,849 | 49,964 | |||||||
TOTAL
ASSETS
|
$ | 18,849 | $ | 49,964 | ||||
LIABILITES
AND STOCKHOLDERS' DEFICIT
|
||||||||
CURRENT
LIABILITES
|
||||||||
Accounts
Payable
|
$ | 1,441 | $ | 1,441 | ||||
1,441 | 1,441 | |||||||
Total
Liabilities
|
1,441 | 1,441 | ||||||
Commitments
and contingencies (Note 3)
|
||||||||
STOCKHOLDERS'
DEFICIT
|
||||||||
Common
Stock, $0.001 par value, 75,000,000 shares authorized,
|
||||||||
3,400,000 shares
issued and outstanding at March 31, 2009
|
||||||||
3,400,000 shares
issued and outstanding at March 31, 2008
|
3,400 | 3,400 | ||||||
Additional
paid-in capital
|
49,600 | 49,600 | ||||||
Deficit
accumulated in the development stage
|
(35,592 | ) | (4,477 | ) | ||||
Total
Stockholders' Equity (Deficit)
|
17,408 | 48,523 | ||||||
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$ | 18,849 | $ | 49,964 |
The
accompanying notes are an integral part of these financial
statements.
16
MOBILIS
RELOCATION SERVICES INC.
|
||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||
Statement
of Operations
|
||||||||||||||||||||
For
the period
|
||||||||||||||||||||
of
Inception,
|
||||||||||||||||||||
For
the year
|
For
the period
|
from
Nov. 19,
|
||||||||||||||||||
For
the three months ended
|
ended
|
ended
|
2007
through
|
|||||||||||||||||
March
31,
|
March
31,
|
March
31,
|
March
31,
|
|||||||||||||||||
2009
|
2008
|
2009
|
2008
|
2009
|
||||||||||||||||
Revenues
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Costs
and Expenses
|
||||||||||||||||||||
Consulting
Expense
|
400 | 3,000 | 18,973 | 3,000 | 21,973 | |||||||||||||||
Professional
Fees
|
1,132 | - | 11,721 | - | 11,721 | |||||||||||||||
Other
General & Administrative
|
23 | 1,477 | 421 | 1,477 | 1,898 | |||||||||||||||
Total
Expenses
|
1,555 | 4,477 | 31,115 | 4,477 | 35,592 | |||||||||||||||
Operating
Loss
|
(1,555 | ) | (4,477 | ) | (31,115 | ) | (4,477 | ) | (35,592 | ) | ||||||||||
Net
Income (Loss)
|
$ | (1,555 | ) | $ | (4,477 | ) | $ | (31,115 | ) | $ | (4,477 | ) | $ | (35,592 | ) | |||||
Basic
and Dilutive net loss per share
|
$ | (0.000 | ) | $ | (0.003 | ) | $ | (0.009 | ) | $ | (0.004 | ) | ||||||||
Weighted
average number of shares outstanding, basic and diluted
|
3,400,000 | 1,680,000 | 3,400,000 | 1,145,455 |
The
accompanying notes are an integral part of these financial
statements.
17
MOBILIS
RELOCATION SERVICE INC
|
||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||
Statements
of Cash Flows
|
||||||||||||||||||||
For
the period
|
||||||||||||||||||||
of
Inception,
|
||||||||||||||||||||
For
period
|
from
Nov. 19,
|
|||||||||||||||||||
For the 3 months ended |
For
the year
|
ended
|
2007 through | |||||||||||||||||
March
31,
|
March
31,
|
March
31,
|
March
31,
|
|||||||||||||||||
2009
|
2008
|
2009
|
2008
|
2009
|
||||||||||||||||
Cash
Flows from Operating Activities
|
||||||||||||||||||||
Net
Income (Loss)
|
$ | (1,555 | ) | $ | (4,477 | ) | $ | (31,115 | ) | $ | (4,477 | ) | $ | (35,592 | ) | |||||
Adjustments
to reconcile net loss to
net
cash used by operating activities:
|
||||||||||||||||||||
Change
in operating assets and liabilities:
|
||||||||||||||||||||
Accounts
payable
|
- | 1,441 | - | 1,441 | 1,441 | |||||||||||||||
Net
Cash provided by (used by)
|
||||||||||||||||||||
Operating
Activities
|
(1,555 | ) | (3,036 | ) | (31,115 | ) | (3,036 | ) | (34,151 | ) | ||||||||||
Cash
Flows from Investing Activities
|
||||||||||||||||||||
Net
Cash (used by)
|
||||||||||||||||||||
Investing
Activities
|
- | - | - | - | - | |||||||||||||||
Cash
Flows from Financing Activities
|
||||||||||||||||||||
Proceeds
of sale of Common Stock
|
- | 53,000 | - | 53,000 | 53,000 | |||||||||||||||
Net Cash provided by
|
||||||||||||||||||||
financing
Activities
|
- | 53,000 | - | 53,000 | 53,000 | |||||||||||||||
Net
Increase (Decrease) in Cash
|
(1,555 | ) | 49,964 | (31,115 | ) | 49,964 | 18,849 | |||||||||||||
Cash
at beginning of period
|
20,404 | - | 49,964 | - | - | |||||||||||||||
Cash
at End of Period
|
$ | 18,849 | $ | 49,964 | $ | 18,849 | $ | 49,964 | $ | 18,849 | ||||||||||
Cash
Paid For:
|
||||||||||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||||||||||
Income
Taxes
|
$ | - | $ | - | $ | - |
The
accompanying notes are an integral part of these financial
statements.
18
MOBILIS
RELOCATION SERVICES INC.
|
||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||
Statement
of Stockholders' Equity (Deficit)
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
Deficit
During
|
|||||||||||||||||||
Common
Stock
|
Paid-in
|
Development
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
Balances
at Nov. 19, 2007 (Inception)
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Common
stock issued for cash in
|
||||||||||||||||||||
January,
2008 at $0.01 per share
|
1,500,000 | 1,500 | 13,500 | 15,000 | ||||||||||||||||
Common
stock issued for cash in
|
||||||||||||||||||||
February,
2008 at $0.02 per share
|
800,000 | 800 | 15,200 | 16,000 | ||||||||||||||||
Common
stock issued for cash in
|
||||||||||||||||||||
March,
2008 at $0.02 per share
|
1,100,000 | 1,100 | 20,900 | 22,000 | ||||||||||||||||
Net
loss, period ended March 31, 2008
|
(4,477 | ) | (4,477 | ) | ||||||||||||||||
Balances
at March 31, 2008
|
3,400,000 | $ | 3,400 | $ | 49,600 | $ | (4,477 | ) | $ | 48,523 | ||||||||||
Net
loss, year ended March 31, 2009
|
(31,115 | ) | (31,115 | ) | ||||||||||||||||
Balances
at March 31, 2009
|
3,400,000 | $ | 3,400 | $ | 49,600 | $ | (35,592 | ) | $ | 17,408 |
The
accompanying notes are an integral part of these financial
statements.
19
MOBILIS
RELOCATION SERVICES INC.
NOTES
TO FINANCIAL STATEMENTS
For the
year ended March 31, 2009
NOTE 1 -
BUSINESS AND CONTINUED OPERATIONS
Mobilis
Relocation Services Inc. was organized under the laws of the State of Nevada on
November 19, 2007. The Company was formed for the purpose of engaging in all
lawful businesses. The Company’s authorized capital consisted of 75,000,000
shares of $0.001 par value common voting stock.
The
financial statements presented include all adjustments which are, in the opinion
of management, necessary to present fairly the financial position, results of
operations and cash flows for the period presented in accordance with the
accounting principles generally accepted in the United States of America. All
adjustments are of a normal recurring nature.
Current
Business of the Company
The
Company had no material business operations from inception November 19, 2007 to
March 31, 2009. The company formed plans to offer a resource for
individual or family relocation / moving needs. A website has been
designed and is in the beta stage.
NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and
equivalents
Cash and
equivalents include investments with initial maturities of three months or
less.
Fair Value of Financial
Instruments
The
Financial Accounting Standards Board issued Statement of Financial Accounting
Standards (“SFAS”) No. 107, “Disclosures About Fair Value of Financial
Instruments.” SFAS No. 107 requires disclosure of fair value information
about financial instruments when it is practicable to estimate that value.
The carrying amounts of the Company’s financial instruments as of March 31, 2009
approximate their respective fair values because of the short-term nature of
these instruments. Such instruments consist of cash, accounts payable and
accrued expenses. The fair value of related party payables is not
determinable.
Income
Taxes
The
Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax assets and liabilities
are determined based on the difference between the tax basis of assets and
liabilities and their financial reporting amounts based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income.
20
Valuation
allowances are established, when necessary, to reduce deferred tax assets to the
amount expected to be realized. The Company generated deferred tax credits
through net operating loss carryforwards. However, a valuation
allowance of 100% has been established, as the realization of the deferred tax
credits is not reasonably certain, based on going concern considerations
outlined below.
Going
Concern
The
Company’s financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company had
an operating loss of $31,115 and a negative cash flow of
$31,115 for the year ended March 31, 2009. The company has a
shareholders’ equity of $17,408 at March 31, 2009. The Company has
not yet established an ongoing source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern. The
ability of the Company to continue as a going concern is dependent on the
Company obtaining adequate capital to fund operating losses until it becomes
profitable. If the Company is unable to obtain adequate capital, it
could be forced to cease development of operations.
In order
to continue as a going concern, develop a reliable source of revenues, and
achieve a profitable level of operations the Company will need, among other
things, additional capital resources. Management’s plans to continue
as a going concern include raising additional capital through sales of common
stock. In the interim, shareholders of the Company are committed to
meeting its minimal operating expenses. However, management cannot
provide any assurances that the Company will be successful in accomplishing any
of its plans.
The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
Development-Stage
Company
The
Company is considered a development-stage company, having no operating revenues
during the period presented, as defined by Statement of Financial Accounting
Standards (“SFAS”) No. 7. SFAS No. 7 requires companies to report
their operations, shareholders deficit and cash flows since inception through
the date that revenues are generated from management’s intended operations,
among other things. Management has defined inception as November 19,
2007. Since inception, the Company has incurred an operating loss of
$35,592, much of which related to consultants, as a means to generate working
capital. The Company’s working capital has been generated through the
sales of common stock. Management has provided financial data since
November 19, 2007 “Inception” in the financial statements, as a means to provide
readers of the Company’s financial information to make informed investment
decisions.
Use of
Estimates
The
preparation of the financial statements in conformity with accounting principles
generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent liabilities at the date of the
financial statements and the reported amounts of expenses during the reporting
period. Actual results could differ from those
estimates.
21
Earnings (Loss) Per
Share
Statement
of Financial Accounting Standards No. 128 “Earnings Per Share” requires
presentation of basic earnings per share and diluted earnings per
share. Basic income (loss) per share (“Basic EPS”) is computed by
dividing net loss available to common stockholders by the weighted average
number of common shares outstanding during the period. Diluted
earnings per share (“Diluted EPS”) is similarly calculated using the treasury
stock method except that the denominator is increased to reflect the potential
dilution that would occur if dilutive securities at the end of the applicable
period were exercised. There were no potential dilutive securities for the
year ended March 31, 2009.
The
following is a reconciliation of the numerators and denominators of the basic
and diluted earnings per share computations for the year ended March 31, 2009
and the period ended March 31, 2008.
Numerator:
|
||||||||
Basic
and diluted net loss per share:
|
||||||||
2009
|
2008
|
|||||||
Net
Income (Loss)
|
$ | (31,115 | ) | $ | ( 4,477 | ) | ||
Denominator
|
||||||||
Basic
and diluted weighted average number of shares outstanding
|
3,400,000 | 1,145,455 | ||||||
Basic and Diluted Net Loss Per
Share
|
$ | 0.009 | $ | 0.004 |
NOTE 3 –
RELATED PARTY TRANSACTIONS
On
January 10, 2008 the President and C.E.O., Zachary Zenith, purchased 1,500,000
shares of common stock of the Company at $0.01 per share.
NOTE 4 -
COMMITMENTS AND CONTINGENCIES
There
were no commitments or contingencies as at March 31, 2009.
NOTE 5 –
CAPITAL STOCK TRANSACTIONS
On
January 10, 2008, 1,500,000 shares were issued for cash at $0.01 per
share.
In February,
2008, 800,000 shares were issued for cash at $0.02 per
share.
In March, 2008, 1,100,000
shares were issued for cash at $0.02 per share.
22
At March
31, 2009 the Company had authorized 75,000,000 common shares, of which the
total issued and outstanding was 3,400,000.
NOTE 6 –
LITIGATION
There
were no legal proceedings against the Company with respect to matters arising in
the ordinary course of business. Neither the Company nor any of its officers or
directors is involved in any other litigation either as plaintiffs or
defendants, and have no knowledge of any threatened or pending litigation
against them or any of the officers or directors.
23
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM
9A. CONTROLS AND PROCEDURES.
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms and that such information
is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow for timely
decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
is required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Our disclosure controls and procedures were
designed to provide reasonable assurance that the controls and procedures would
meet their objectives. As required by SEC Rule 13a-15(b), our management carried
out an evaluation, with the participation of our Chief Executive and Chief
Financial Officers, of the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by this
report. Based on the foregoing, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were effective at
the reasonable assurance level.
Management’s
Annual Report on Internal Control over Financial Reporting
Management
is responsible for establishing and maintaining adequate internal control over
our financial reporting. In order to evaluate the effectiveness of internal
control over financial reporting, as required by Section 404 of the
Sarbanes-Oxley Act, management has conducted an assessment, including testing,
using the criteria in Internal Control — Integrated Framework, issued by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our
system of internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Management has used the framework set forth in the report
entitled Internal Control-Integrated Framework published by the Committee of
Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate
the effectiveness of our internal control over financial reporting. Based on
this assessment, management has concluded that our internal control over
financial reporting was effective as of March 31, 2009.This Annual Report does
not include an attestation report of our independent registered public
accounting firm regarding internal control over financial reporting. Our
internal control over financial reporting was not subject to attestation by our
independent registered public accounting firm pursuant to temporary rules of the
SEC that permit us to provide only management’s report in this Annual
Report.
There has
been no change in our internal controls over financial reporting during our most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.
ITEM
9B. OTHER INFORMATION.
None.
24
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
Directors
and Executive Officers
As at
June 29, 2009, our directors and executive officers, their ages, positions held,
and duration of such, are as follows:
Name
|
Position Held with
the
Company
|
Age
|
Date First
Elected
or
Appointed
|
|||
Zacharey
Zenith
|
President,
Secretary, Treasurer and a Director
|
37
|
Inception
|
Business
Experience
The
following is a brief account of the education and business experience of each
director and executive officer during at least the past five years, indicating
each person’s principal occupation during the period, and the name and principal
business of the organization by which he was employed.
Zacharey
Zenith. Mr. Zenith is our CEO, CFO, President, Secretary,
Treasurer and sole director. Mr. Zenith has extensive experience in the real
estate field. Following receipt of a BBA from the University of Winnipeg in
1994, Mr. Zenith completed the real estate 1000 course and worked as a real
estate agent for ReMax and Century 21 through 2003, when he completed an
accredited Mortgage Broker licence course. In 2004, Mr. Zenith founded Alphabet
Financial Corp. (“Alphabet”), a real estate investment management company that
is engaged in raising money for real estate development and lending. Since that
time, Alphabet has or is in the process of developing $25 million of single and
muti family real estate located in Calgary’s inner city and as a private lender
to many of Calgary’s mid size builders. Alphabet also manages over $30 million
worth of residential and commercial real estate in Calgary.
Term
of Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
Significant
Employees
We have
no significant employees other than the director and officer described
above.
Family
Relationships
There are
no family relationships among our directors or officers.
Involvement
in Certain Legal Proceedings
Our
directors, executive officers and control persons have not been involved in any
of the following events during the past five years:
1.
|
any
bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that
time;
|
25
2.
|
any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor
offenses);
|
|
3.
|
being
subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities;
or
|
|
4. | being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
Audit
Committee
The
Company’s audit committee is composed of its sole director and officer, Zacharey
Zenith.
Audit
Committee Financial Expert
Our board
of directors has determined that it does not have an audit committee member that
qualifies as an “audit committee financial expert” as defined in Item
407(d)(5)(ii) of Regulation S-K. We believe that the audit committee members are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. In
addition, we believe that retaining an independent director who would qualify as
an “audit committee financial expert” would be overly costly and burdensome and
is not warranted in our circumstances given the early stages of our development
and the fact that we have not generated revenues to date.
Section 16(a) Beneficial Ownership
Compliance
Section
16(a) of the Exchange Act requires our executive officers and directors and
persons who own more than 10% of a registered class of our equity securities to
file with the SEC initial statements of beneficial ownership, reports of changes
in ownership and annual reports concerning their ownership of our common stock
and other equity securities, on Forms 3, 4 and 5 respectively. Executive
officers, directors and greater than 10% shareholders are required by the SEC
regulations to furnish us with copies of all Section 16(a) reports that they
file.
Based
solely on our review of the copies of such forms received by us, or written
representations from certain reporting persons, we believe that all filing
requirements applicable to our officers, directors and greater than ten percent
beneficial owners were complied with.
ITEM
11. EXECUTIVE COMPENSATION.
The
particulars of compensation paid to the following persons:
|
·
|
our
principal executive officer;
|
|
·
|
each
of our two most highly compensated executive officers who were serving as
executive officers at the end of the year ended March 31, 2009;
and
|
|
·
|
up
to two additional individuals for whom disclosure would have been provided
under (b) but for the fact that the individual was not serving as our
executive officer at the end of the most recently completed financial
year, who we will collectively refer to as the named executive officers,
for our years ended March 31, 2009 and 2008, are set out in the following
summary compensation table:
|
26
SUMMARY COMPENSATION
TABLE
|
||||||||||||||||||
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($) (4)
|
Non-
Equity
Incentive
Plan
Compensa-
tion
($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensa
-tion
($)
|
Total
($)
|
|||||||||
Zacharey
Zenith(1)
|
2009 |
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|||||||||
President,
Chief Executive
Officer
and
Chief Financial Officer
|
2008 | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
(1)
|
Zacharey
Zenith has been our president, chief executive officer and chief financial
officer since Inception.
|
There are
no arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officers. Our directors and executive
officers may receive stock options at the discretion of our board of directors
in the future. We do not have any material bonus or profit sharing plans
pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our board of directors from time to time. We have no plans or
arrangements in respect of remuneration received or that may be received by our
executive officers to compensate such officers in the event of termination of
employment (as a result of resignation, retirement, change of control) or a
change of responsibilities following a change of control.
Outstanding
Equity Awards at Fiscal Year-End
As at
March 31, 2009, we had not adopted any equity compensation plan and no stock,
options, or other equity securities were awarded to our sole executive
officer.
Aggregated Options Exercised in the
Year Ended March 31, 2009 and Year End Option Values
There
were no stock options exercised during the year ended March 31,
2009.
Repricing of
Options/SARS
We did
not reprice any options previously granted during the year ended March 31,
2009.
Director
Compensation
We do not
pay our directors any fees or other compensation for acting as directors. We
have not paid any fees or other compensation to any of our directors for acting
as directors to date.
27
Employment
Contracts
We
presently do not have any employment agreements or other compensation
arrangements with Mr. Zenith. Generally, Mr. Zenith provides his services on a
part-time basis without compensation. Mr. Zenith has agreed not to charge any
management fee during the current period prior to the company generating
revenues.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
As of
June 29, 2009, there were 3,400,000 shares of our common stock outstanding. The
following table sets forth certain information known to us with respect to the
beneficial ownership of our common stock as of that date by (i) each of our
directors, (ii) each of our executive officers, and (iii) all of our directors
and executive officers as a group. Except as set forth in the table below, there
is no person known to us who beneficially owns more than 5% of our common
stock.
Title of
Class
Directors and
Officers:
|
Name and
Address
of Beneficial
Owner
|
Number of
Shares
Beneficially Owned
(1)
|
Percentage of
Class
(2)
|
|||
Common
Stock
|
Zacharey
Zenith
527
15th
Ave SW, Suite 410
Calgary,
Alberta T2R 1R5
|
1,500,000
|
44.12%
|
|||
Common
Stock
|
Directors
and Officers as
a
group
|
1,500,000
|
44.12%
|
(1)
|
Under
Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the
date as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights.
|
(2)
|
The
percentage of class is based on 3,400,000 shares of common stock issued
and outstanding as of June 29,
2009.
|
Changes
in Control
We are
unaware of any contract or other arrangement the operation of which may at a
subsequent date result in a change of control of our company.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
None of
the following parties has, since commencement of our fiscal year ended March 31,
2009, had any material interest, direct or indirect, in any transaction with us
or in any presently proposed transaction that has or will materially affect us,
in which our company is a participant and the amount involved exceeds the lesser
of $120,00 or 1% of the average of our company’s total assets for the last three
completed financial years:
(i)
|
Any
of our directors or officers;
|
|
(ii)
|
Any
person proposed as a nominee for election as a
director;
|
28
(iii)
|
Any
person who beneficially owns, directly or indirectly, shares carrying more
than 5% of the voting rights attached to our outstanding shares of common
stock;
|
|
(iv) | Any of our promoters; and | |
(v) | Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons. |
Director
Independence
Our
common stock is quoted on the OTC bulletin board interdealer quotation system,
which does not have director independence requirements. Under NASDAQ rule
4200(a)(15), a director is not considered to be independent if he or she is also
an executive officer or employee of the corporation. Our sole director, Zacharey
Zenith, is also our chief executive officer, president and treasurer. As a
result, we do not have any independent directors.
As a
result of our limited operating history and limited resources, our management
believes that we will have difficulty in attracting independent directors. In
addition, we would be likely be required to obtain directors and officers
insurance coverage in order to attract and retain independent directors. our
management believes that the costs associated with maintaining such insurance is
prohibitive at this time.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES
Audit fees
The
aggregate fees billed for the two most recently completed fiscal periods ended
March 31, 2009 and March 31, 2008 for professional services rendered by John
Kinross-Kennedy, C.P.A., for the audit of our annual consolidated financial
statements, quarterly reviews of our interim consolidated financial statements
and services normally provided by the independent accountant in connection with
statutory and regulatory filings or engagements for these fiscal periods were as
follows:
Year Ended
March 31,
2009
|
Year Ended
March 31,
2008
|
|||||||
Audit
Fees and Audit Related Fees
|
$ | 3,300 | $ | 1,500 | ||||
Tax
Fees
|
- | - | ||||||
All
Other Fees
|
- | - | ||||||
Total
|
$ | 3,300 | $ | 1,500 |
In the
above table, “audit fees” are fees billed by our company’s external auditor for
services provided in auditing our company’s annual financial statements for the
subject year. “Audit-related fees” are fees not included in audit fees that are
billed by the auditor for assurance and related services that are reasonably
related to the performance of the audit review of our company’s financial
statements. “Tax fees” are fees billed by the auditor for professional services
rendered for tax compliance, tax advice and tax planning. “All other fees” are
fees billed by the auditor for products and services not included in the
foregoing categories.
29
Policy
on Pre-Approval by Audit Committee of Services Performed by Independent
Auditors
The board
of directors pre-approves all services provided by our independent auditors. All
of the above services and fees were reviewed and approved by the board of
directors either before or after the respective services were
rendered.
The board
of directors has considered the nature and amount of fees billed by John
Kinross-Kennedy, C.P.A.. and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining John
Kinross-Kennedy, C.P.A.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.
Exhibit
Number
|
Description
|
|
3.1
|
Articles
of Incorporation (filed as an exhibit to our Form S-1 Registration
Statement, filed on June 13, 2008)
|
|
3.2
|
Bylaws
(filed as an exhibit to our Form S-1 Registration Statement, filed on June
13, 2008)
|
|
* Filed
herewith.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
MOBILIS
RELOCATION SERVICES INC.
By
|
/s/
Zacharey Zenith
|
|
Zacharey
Zenith
|
||
President,
Secretary, Treasurer, Chief Executive Officer
|
||
and
Chief Financial Officer
|
||
Date:
|
June
29, 2009
|
30