g7867a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2015
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 333-144944
ROSTOCK VENTURES CORP.
(Exact name of registrant as specified in its charter)
Nevada 98-0514250
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2360 Corporate Circle, Suite 4000 Henderson, NV 89074-7722
(Address of principal executive offices) (Zip Code)
(702) 866-2500
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] YES [ ] NO
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). [X] YES [ ] NO
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) [ ] YES [X] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
45,612,559 common shares issued and outstanding as of May 13, 2015.
<PAGE>
ROSTOCK VENTURES CORP.
Financial Statements
For the Period Ended March 31, 2015 (unaudited) and December 31, 2014
Balance Sheets (unaudited).................................................. 3
Statements of Operations (unaudited)........................................ 4
Statements of Cash Flows (unaudited)........................................ 5
Notes to the Financial Statements (unaudited)............................... 6
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ROSTOCK VENTURES CORP.
Balance Sheets
(unaudited)
March 31, 2015 December 31, 2014
-------------- -----------------
$ $
(unaudited)
ASSETS
Current assets
Cash 3,054 256
---------- ----------
Total assets 3,054 256
========== ==========
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities 69,190 58,834
Due to related parties 71,799 65,799
Notes payable, net of unamortized discount of $6,085
and $2,564, respectively 65,415 58,936
Notes payable - related party 169,376 169,376
---------- ----------
Total current liabilities 375,780 352,945
Non-current liabilities
Notes payable, net of unamortized discount of $4,308
and $10,792, respectively 7,207 10,723
Notes payable - related party, net of unamortized discount of $5,232
and $6,138, respectively 15,268 4,862
---------- ----------
Total liabilities 398,255 368,530
---------- ----------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock
Authorized: 10,000,000 preferred shares with a par value of $0.001 per share
Issued and outstanding: nil preferred shares -- --
Common Stock
Authorized: 100,000,000 common shares with a par value of $0.001 per share
Issued and outstanding: 45,612,559 and 41,412,559 common shares, respectively 45,612 45,612
Additional paid-in capital 555,792 554,926
Deficit accumulated during the development stage (996,605) (968,812)
---------- ----------
Total Stockholders' Equity (Deficit) (395,201) (368,274)
---------- ----------
Total Liabilities and Stockholders' Equity (Deficit) 3,054 256
========== ==========
(The accompanying notes are an integral part of these financial statements)
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ROSTOCK VENTURES CORP.
Statements of Operations
(unaudited)
For the For the
three months ended three months ended
March 31, 2015 March 31, 2014
-------------- --------------
$ $
Revenues -- --
------------ ------------
Operating Expenses
Consulting fees -- 9,800
General and administrative 951 690
License fee -- 396,000
Management fees 6,000 6,000
Professional fees 10,848 12,000
------------ ------------
Total Operating Expenses 17,799 424,490
------------ ------------
Loss Before Other Income (17,799) (424,490)
------------ ------------
Other Income
Interest and accretion expense (9,994) (6,729)
------------ ------------
Net Loss (27,793) (431,219)
============ ============
Net Loss per Share - Basic and Diluted (0.00) (0.01)
============ ============
Weighted Average Shares Outstanding -
Basic and Diluted 45,612,559 43,650,755
============ ============
(The accompanying notes are an integral part of these financial statements)
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ROSTOCK VENTURES CORP.
Statements of Cash Flows
(unaudited)
For the For the
three months ended three months ended
March 31, 2015 March 31, 2014
-------------- --------------
$ $
Operating Activities
Net loss (27,793) (431,219)
Adjustments to reconcile net loss to net
cash used in operating activities:
Accretion expense 3,869 1,479
Imputed interest 866 866
Shares issued for consulting services -- 9,800
Shares issued for license fee -- 396,000
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities 10,356 4,509
Due to related party 6,000 4,850
---------- ----------
Net Cash Used In Operating Activities (6,702) (13,715)
---------- ----------
Financing Activities
Proceeds from note payable -- 10,000
Proceeds from note payable - related party 9,500 --
---------- ----------
Net Cash Provided By Financing Activities 9,500 10,000
---------- ----------
Increase (Decrease) in Cash 2,798 (3,715)
Cash - Beginning of Period 256 4,524
---------- ----------
Cash - End of Period 3,054 809
========== ==========
Non Cash Investing and Financing Activities
Forgiveness of debt -- --
Shares issued to acquire intangible assets -- 396,000
---------- ----------
Supplemental Disclosures
Interest paid -- --
Income tax paid -- --
========== ==========
(The accompanying notes are an integral part of these financial statements)
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1. ORGANIZATION AND NATURE OF OPERATIONS
Rostock Ventures Corp. (the "Company") was incorporated in the State of Nevada
on November 2, 2006 and is a natural resource exploration and production company
engaged in the exploration, acquisition, and development of mineral properties
in the United States. The Company hold 59 mineral claims in the Tintina Gold
Belt in Yukon, Canada and is in the process of exploring these claims, as well
as raising additional capital for future acquisitions. On March 12, 2014, the
Company signed a license agreement to acquire certain licenses and trademarks.
The Company is currently re-evaluating its' business operations and objectives
within mineral exploration, and into a different sector.
GOING CONCERN
These financial statements have been prepared on a going concern basis, which
implies that the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. As at March 31, 2015, the Company
has not earned revenue, has a working capital deficit of $372,726, and an
accumulated deficit of $996,605. The continuation of the Company as a going
concern is dependent upon the continued financial support from its management,
and its ability to identify future investment opportunities and obtain the
necessary debt or equity financing, and generating profitable operations from
the Company's future operations. These factors raise substantial doubt regarding
the Company's ability to continue as a going concern. 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 the Company be unable to continue as a going concern.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States ("US GAAP") and
are expressed in U.S. dollars. The Company's fiscal year end is December 31.
b) Use of Estimates
The preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. The Company regularly evaluates estimates
and assumptions related to the recoverability of mineral properties, share based
compensation, and deferred income tax asset valuation allowances. The Company
bases its estimates and assumptions on current facts, historical experience and
various other factors that it believes to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities and the accrual of costs and expenses that are
not readily apparent from other sources. The actual results experienced by the
Company may differ materially and adversely from the Company's estimates. To the
extent there are material differences between the estimates and the actual
results, future results of operations will be affected.
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents. As of March 31,
2015 and December 31, 2014, there were no cash equivalents.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
d) Mineral Property Costs
The Company has been in the exploration stage since its formation on November 2,
2006 and has not yet realized any revenues from its planned operations. Mineral
property acquisition and exploration costs are expensed as incurred. When it has
been determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves, the costs incurred to
develop such property are capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable reserve. If
mineral properties are subsequently abandoned or impaired, any capitalized costs
will be charged to operations.
e) Asset Retirement Obligations
The Company follows the provisions of ASC 410, ASSET RETIREMENT AND
ENVIRONMENTAL OBLIGATIONS, which establishes standards for the initial
measurement and subsequent accounting for obligations associated with the sale,
abandonment or other disposal of long-lived tangible assets arising from the
acquisition, construction or development and for normal operations of such
assets.
f) Basic and Diluted Net Loss per Share
The Company computes net income (loss) per share in accordance with ASC 260,
EARNINGS PER SHARE. ASC 260 requires presentation of both basic and diluted
earnings per share ("EPS") on the face of the income statement. Basic EPS is
computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining the number of
shares assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excludes all dilutive potential shares if their effect is anti
dilutive.
g) Foreign Currency Translation
The Company's functional and reporting currency is the United States dollar.
Foreign currency transactions are primarily undertaken in Canadian dollars.
Foreign currency transactions are translated to United States dollars in
accordance with ASC 830, FOREIGN CURRENCY TRANSLATION MATTERS, using the
exchange rate prevailing at the balance sheet date. Gains and losses arising on
translation or settlement of foreign currency denominated transactions or
balances are included in the determination of income.
h) Financial Instruments
Pursuant to ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES, an entity is
required to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. ASC 820 establishes a fair value
hierarchy based on the level of independent, objective evidence surrounding the
inputs used to measure fair value. A financial instrument's categorization
within the fair value hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. ASC 820 prioritizes the inputs into
three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in
active markets for identical assets or liabilities.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
h) Financial Instruments (continued)
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than
quoted prices that are observable for the asset or liability such as quoted
prices for similar assets or liabilities in active markets; quoted prices for
identical assets or liabilities in markets with insufficient volume or
infrequent transactions (less active markets); or model-derived valuations in
which significant inputs are observable or can be derived principally from, or
corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs
to the valuation methodology that are significant to the measurement of the fair
value of the assets or liabilities.
The Company's financial instruments consist principally of cash, accounts
payable and accrued liabilities, note payables, and amounts due to related
party. Pursuant to ASC 820, the fair value of cash is determined based on "Level
1" inputs, which consist of quoted prices in active markets for identical
assets. The recorded values of all other financial instruments approximate their
current fair values because of their nature and respective maturity dates or
durations.
i) Income Taxes
The Company accounts for income taxes using the asset and liability method in
accordance with ASC 740, ACCOUNTING FOR INCOME TAXES. The asset and liability
method provides that deferred tax assets and liabilities are recognized for the
expected future tax consequences of temporary differences between the financial
reporting and tax bases of assets and liabilities, and for operating loss and
tax credit carryforwards. Deferred tax assets and liabilities are measured using
the currently enacted tax rates and laws that will be in effect when the
differences are expected to reverse. The Company records a valuation allowance
to reduce deferred tax assets to the amount that is believed more likely than
not to be realized.
j) Comprehensive Loss
ASC 220, COMPREHENSIVE INCOME, establishes standards for the reporting and
display of comprehensive loss and its components in the financial statements. As
at March 31, 2015 and December 31, 2014, the Company has no items representing
comprehensive income or loss.
k) Stock-based Compensation
The Company records stock-based compensation in accordance with ASC 718,
COMPENSATION - STOCK COMPENSATION using the fair value method. All transactions
in which goods or services are the consideration received for the issuance of
equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable. Equity instruments issued to employees
and the cost of the services received as consideration are measured and
recognized based on the fair value of the equity instruments issued. As at March
31, 2015 and December 31, 2014, the Company did not grant any stock options.
l) Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in
effect. These pronouncements did not have any material impact on the financial
statements unless otherwise disclosed, and the Company does not believe that
there are any other new accounting pronouncements that have been issued that
might have a material impact on its financial position or results of operations.
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<PAGE>
3. NOTES PAYABLE
a) As at March 31, 2015, the Company owes $143,745 (December 31, 2014 -
$134,245) of notes payable to shareholders of the Company. The amounts
owing are unsecured, due interest ranging from 6-10% per annum, of which
$134,245 are due on demand and $9,500 is due by March 4, 2017. As at March
31, 2015, accrued interest of $46,292 (December 31, 2014 - $43,352) has
been recorded in accrued liabilities.
b) As at March 31, 2015, the Company owes $35,131 (December 31, 2014 -
$35,131) of notes payable to shareholders of the Company. The amounts owing
are unsecured, non-interest bearing, and due on demand. As at March 31,
2015, the Company has recorded imputed interest, calculated at 10% per
annum, of $19,798 (December 31, 2014 - $18,932) which is recorded as
additional paid-in capital.
c) As at March 31, 2015, the Company owes $55,500 (December 31, 2013 -
$55,500) of notes payable to non-related parties. The amounts owing is
unsecured, due interest at 10% per annum, and due on demand. As at March
31, 2015, the Company has recorded accrued interest of $12,262 (December
31, 2014 - $10,894) has been recorded in accrued liabilities.
d) On February 5, 2014, the Company entered into a loan agreement with a
non-related party for proceeds of $10,000. The amount owing is unsecured,
due interest at 10% per annum, is due on February 5, 2016 and is
convertible into common shares of the Company at $0.005 per share. The
Company recorded beneficial conversion feature of $10,000 and during the
period ended March 31, 2015, recorded accretion expense of $1,233. As at
March 31, 2015, the carrying value of the note payable is $5,740 (December
31, 2014 - $4,507) and accrued interest of $1,148 (December 31, 2014 -
$901) has been recorded in accrued liabilities.
e) On April 25, 2014, the Company entered into a loan agreement with a
non-related party for proceeds of $7,500. The amount owing is unsecured,
due interest at 10% per annum, is due on April 25, 2016 and is convertible
into common shares of the Company at $0.005 per share. The Company recorded
beneficial conversion feature of $7,500 and during the period ended March
31, 2015, recorded accretion expense of $925. As at March 31, 2015, the
carrying value of the note payable is $3,493 (December 31, 2014 - $2,568)
and accrued interest of $699 (December 31, 2014 - $514) has been recorded
in accounts payable and accrued liabilities.
f) On May 15, 2014, the Company entered into a loan agreement with a
non-related party for proceeds of $4,015. The amount owing is unsecured,
due interest at 10% per annum, is due on May 15, 2016 and is convertible
into common shares of the Company at $0.03 per share. The Company recorded
beneficial conversion feature of $535 and during the period ended March 31,
2015, recorded accretion expense of $66. As at March 31, 2015, the carrying
value of the note payable is $3,714 (December 31, 2014 - $3,648) and
accrued interest of $352 (December 31, 2014 - $253) has been recorded in
accounts payable and accrued liabilities.
g) On November 8, 2013, the Company entered into a loan agreement with a
non-related party for proceeds of $6,000. The amount owing is unsecured,
due interest at 10% per annum, is due on November 8, 2015 and is
convertible into common shares of the Company at $0.005 per share. The
Company recorded beneficial conversion feature of $6,000 and during the
period ended March 31, 2015, recorded accretion expense of $740. As at
March 31, 2015, the carrying value of the note payable is $4,175 (December
31, 2014 - $3,436) and accrued interest of $835 (December 31, 2014 - $687)
has been recorded in accounts payable and accrued liabilities.
h) On July 30, 2014, the Company entered into a loan agreement with a related
party for proceeds of $5,000. The amount owing is unsecured, due interest
at 10% per annum, is due on July 30, 2016 and is convertible into common
shares of the Company at $0.01 per share. The Company recorded beneficial
conversion feature of $4,950 and during the period ended March 31, 2015,
recorded accretion expense of $610. As at March 31, 2015, the carrying
value of the note payable is $1,705 (December 31, 2014 - $1,094) and
accrued interest of $334 (December 31, 2014 - $211) has been recorded in
accounts payable and accrued liabilities.
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3. NOTES PAYABLE (continued)
i) On November 10, 2014, the Company entered into a loan agreement with a
related party for proceeds of $6,000. The amount owing is unsecured, due
interest at 10% per annum, is due on November 10, 2016 and is convertible
into common shares of the Company at $0.005 per share. The Company recorded
beneficial conversion feature of $2,400 and during the period ended March
31, 2015, recorded accretion expense of $296. As at March 31, 2015, the
carrying value of the note payable is $4,064 (December 31, 2014 - $3,768)
and accrued interest of $232 (December 31, 2014 - $84) has been recorded in
accounts payable and accrued liabilities.
4. INTANGIBLE ASSETS
On March 12, 2014, the Company signed a license agreement to acquire certain
licenses and trademarks in exchange for the issuance of 4,000,000 common shares
of the Company with a fair value of $396,000 using the end-of-day trading price
of the Company's common shares on the date of issuance. The amount has been
recorded as an expense, as the Company has not generated any revenues from the
license and there is no certainty as to the ability to generate positive cash
flows from the license in the future. Refer to Note 6(b).
5. RELATED PARTY TRANSACTIONS
a) As at March 31, 2015, the Company owed $71,799 (December 31, 2014 -
$65,799) to the President and Director of the Company. The amount owing is
unsecured, non-interest bearing, and due on demand.
b) During the period ended March 31, 2015, the Company incurred $6,000 (March
31, 2014 - $6,000) of management fees to the President and Director of the
Company.
6. COMMON SHARES
a) On February 12, 2014, the Company entered into an agreement to issue
200,000 common shares at $0.049 per share to a member of the Company's
Board of Advisors for services relating to business and technology strategy
issues. The common shares were issued on March 6, 2014.
b) On March 12, 2014, the Company issued 4,000,000 common shares with a fair
value of $396,000 to Windward International, LLC for the license agreement
as noted in Note 4. The common shares were valued using the end-of-day
trading price for the Company's common shares on the date of issuance.
7. SUBSEQUENT EVENTS
We have evaluated subsequent events through to the date of issuance of the
financial statements, and did not have any material recognizable subsequent
events after March 31, 2015 with the exception of the following:
a) In April 2015, the Company authorized the issuance of 13,500,000 common
shares to settle $67,500 of notes payable, as noted in Note 3(b).
b) In April 2015, the Company authorized the issuance of 4,500,000 common
shares to settle $22,500 of notes payable and accrued interest, as noted in
Note 3(a).
c) In April 2015, the Company authorized the issuance of 8,900,000 common
shares to settle $44,500 of notes payable and accrued interest, as noted in
Notes 3(a), (g), and (h).
d) In April 2015, the Company authorized the issuance of 9,000,000 common
shares to settle $45,000 of notes payable and accrued interest, as noted in
Notes 3(c), (d), and (f).
e) In April 2015, the Company authorized the issuance of 9,000,000 common
shares to settle $45,000 of notes payable and accrued interest, as noted in
Note 3(c).
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors that may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles. The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this
quarterly 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, but are not limited to,
those discussed below and elsewhere in this quarterly report.
Unless otherwise specified in this quarterly report, all dollar amounts are
expressed in United States dollars and all references to "common stock" refer to
shares of our common stock.
As used in this quarterly report, the terms "we", "us", "our" and "our company"
mean Rostock Ventures Corp., unless otherwise indicated.
CORPORATE HISTORY
We were incorporated on November 2, 2006, under the laws of the State of Nevada.
The original business plan of our company was to engage in the acquisition and
exploration of mineral properties. We are currently an exploration stage
company. We have since changed our business focus to the operation of a
technology platform designed to connect consumers with cannabis vendors.
CURRENT BUSINESS
Effective March 12, 2014, we entered into a patent, technical information and
trade mark license agreement with Windward International LLC pursuant to which
our company acquired an exclusive license to use certain patents, technical
information and trademarks for a term of 500 years, in exchange for 4,000,000
shares of our company's common stock and a 2% royalty on all net sales derived
from the use of the patents, technical information and trademark.
Under the license agreement, our company acquired an exclusive license to make,
use, sell and offer for sale licensed products during the term. The licensed
products include the domain names www.iWeeds.com, and www.iWeedz.com, the
platform that powers iWeedz.com, the Apple Developer license, Google Play
license, iWeedz trademark, self-serve ad platform and augmented reality
platform. Further, our company acquired an exclusive license to use the
technical information during the term to make licensed products. The technical
information includes any and all unpublished research and development
information, the formulation of proprietary products, method, unpatented
inventions, know-how, trade secrets, and technical data in the possession of
Windward at the effective date of the license agreement, or generated or
developed at any time prior to the termination or expiration of the license
agreement.
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We operate iWeedz.com, a technology platform that we acquired from Windward
pursuant to the license agreement to connect consumers with cannabis vendors and
promote local marijuana commerce. We will operate our technology platform
through our website located at www.iWeedz.com and through our mobile application
for Apple iOS and Android operating systems. We will strive for simplicity and
ease of use in our iWeedz website and mobile application, which we believe will
set us apart from our competition. As of the date of this report, our website is
not fully functional and our application for Apple iOS and Android operating
systems has not been released.
iWeedz will provide a simple and quick process for consumers to find the right
cannabis products to meet their needs. Consumers who wish to use iWeedz must
first create an account with iWeedz. Membership for consumers is free. Once an
account is created, the member will be able to use iWeedz to locate local
cannabis dispensaries to shop for cannabis products and to communicate with the
dispensaries. As the member uses the iWeedz website and application, the iWeedz
technology will gather specific information about the member by tracking
accessed content, `liked' items, purchased items and the member's profile.
iWeedz will then use this information to match the member with the right
cannabis vendor or to find deals that may be of interest to the member.
Members who are smart phone users will be able to take advantage of iWeedz's
mobile application which will automatically register a member's geographic
location and utilize proximity advertising to notify a member of real-time
offers, coupons and discounts from vendors within the member's vicinity. Members
will be able to easily redeem offers that they receive from local vendors by
displaying mobile coupons from the iWeedz application at the point of purchase.
Unlike other popular internet advertising sites such as Groupon or Living
Social, iWeedz customers will be able to redeem coupons without having to pay
for them before making a purchase.
iWeedz for cannabis vendors will provide a cloud based solution to manage their
inventory, post daily deals, attract new customers with proximity marketing via
mobile phones, and engage with customers via e-mail and text messaging. With
iWeedz, vendors will also be able to deploy a targeted marketing campaign to
attract iWeedz members and build their customer base. For example, vendors could
target local iWeedz customers by utilizing proximity advertising to offer
real-time discounts on their products to iWeedz members who agree to provide
their e-mail addresses and/or phone numbers. When these iWeedz members redeem
the discount and make a purchase, the vendor can market future discounts and
deals to the customer via sms (text messaging) or e-mail. A cannabis vendor will
also be required to create an account to become a member. Membership for a
vendor is free if the vendor only wishes to be listed as a dispensary on the
website and application. However, if the member wants to be able to offer
promotions and discounts or to interact with member consumers, they will be
required to pay a monthly service fee, the amount of which has yet to be
determined. We believe that our proximity marketing will attract a wide audience
of consumers who are actively seeking and redeeming marijuana coupons. We
further believe that the self-serve coupon feature will appeal to other cannabis
vendors looking to reach local customers.
iWeedz will generate revenue by charging member cannabis vendors a monthly fee
and by selling banner space on its website and application to these vendors. The
banners will be viewable by iWeedz consumer members who are within the vendor's
geographic location and who indicate an interest in the vendor or its products,
based on the member's profile or specific user information gathered by the
iWeedz technology. We believe iWeedz's targeted market intelligence will allow
us to charge a premium for ad space. As of the date of this report, we have not
yet determined the cost to our vendors for banner space.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2015 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2014.
Our operating expenses for the three month periods ended March 31, 2015 and
March 31, 2014 are outlined in the table below:
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Three months Three months
ended ended
March 31, March 31,
2015 2014
-------- --------
Consulting fees $ Nil $ 9,800
General and administrative $ 951 $ 690
License fee $ Nil $396,000
Management fees $ 6,000 $ 6,000
Professional fees $ 10,848 $ 12,000
Interest and amortization expense $ 9,994 $ 6,729
-------- --------
Net Loss $ 27,793 $431,219
======== ========
OPERATING REVENUES
For the three months ended March 31, 2015, our company did not record any
revenues.
OPERATING EXPENSES AND NET LOSS
Operating expenses for the three months ended March 31, 2015 were $17,799
compared with $424,490 for the three months ended March 31, 2014. The decrease
in operating expenses was attributed to a decrease in professional fees of
$1,152, in the license fee of $396,000 and a decrease in consulting fees of
$9,800.
Net loss for the three months ended March 31, 2015 was $27,793 compared with
$431,219 for the three months ended March 31, 2015. In addition to operating
expenses, our company incurred interest and amortization expense of $9,994 (2014
- $6,729) relating to interest incurred on the outstanding debt, and
amortization of the discount for the convertibility feature of convertible
debentures.
LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL
As at As at
March 31, December 31,
2015 2014
---------- ----------
Current Assets $ 3,054 $ 256
Current Liabilities $ 375,750 $ 352,945
---------- ----------
Working Capital (deficiency) $ (372,726) $ (352,689)
========== ==========
CASH FLOWS
Three Months Three Months
Ended Ended
March 31, March 31,
2015 2014
-------- --------
Net cash provided (used) in operating activities $ (6,702) $(13,715)
Net cash used in investing activities $ -- $ --
Net cash provided by financing activities $ 9,500 $ 10,000
-------- --------
Net increase (decrease) in cash $ 2,798 $ (3,715)
======== ========
As at March 31, 2015, our cash balance and total assets were $3,054 compared to
$256 as at December 31, 2014. The decrease in cash and total assets was due to
the fact that our company used all financing proceeds for operating costs.
13
<PAGE>
As at March 31, 2015, we had total liabilities of $398,255 compared with total
liabilities of $368,530 as at December 31, 2014. The increase in total
liabilities was due to an increase in amounts due to related parties of $6,000,
an increase in accounts payable and accrued liabilities of $10,356 and increase
in note payable-related party of $9,500.
As at March 31, 2015, we had a working capital deficit of $372,726 compared with
a working capital deficit of 352,689as at December 31, 2014. The increase in
working capital is due to the fact that proceeds received from the issuance of
convertible debentures were used primarily for operating activities.
CASHFLOW FROM OPERATING ACTIVITIES
During the three months ended March 31, 2015, we used $6,702 of cash for
operating activities compared to the use of $13,715 of cash for operating
activities during the three months ended March 31, 2014. The decrease is due to
timing differences as our company was also limited to the amount of cash flow
available for operating costs due to lack of sufficient cash flow.
CASHFLOW FROM INVESTING ACTIVITIES
During the three months ended March 31, 2015and 2014, we did not have any
investing activities.
CASHFLOW FROM FINANCING ACTIVITIES
During the three months ended March 31, 2015, we received proceeds of $9,500 in
financing activities from proceeds from a note payable by a related party.
During the three months ended March 31, 2014, we received proceeds of $10,000
relating from the issuance of a note payable from a related party.
GOING CONCERN
We have not attained profitable operations and are dependent upon obtaining
financing to pursue any extensive acquisitions and activities. For these
reasons, our auditors stated in their report on our audited financial statements
that they have substantial doubt that we will be able to continue as a going
concern without further financing.
As at March 31, 2015, we have not earned revenue, have a working capital deficit
of $372,726, and an accumulated deficit of $996,605. Our continuation as a going
concern is dependent upon the continued financial support from its management,
and its ability to identify future investment opportunities and obtain the
necessary debt or equity financing, and generating profitable operations from
our future operations. These factors raise substantial doubt regarding our
ability to continue as a going concern. 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
we be unable to continue as a going concern.
OFF-BALANCE SHEET ARRANGEMENTS
We have no 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.
FUTURE FINANCINGS
We will continue 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 existing stockholders. There is no assurance that we will
achieve any additional sales of the equity securities or arrange for debt or
other financing to fund our operations and other activities.
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<PAGE>
CRITICAL ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements of our company have been prepared in accordance with
accounting principles generally accepted in the United States ("US GAAP") and
are expressed in U.S. dollars. Our company's fiscal year end is December 31.
USE OF ESTIMATES
The preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Our company regularly evaluates estimates
and assumptions related to the recoverability of mineral properties, share based
compensation, and deferred income tax asset valuation allowances. Our company
bases its estimates and assumptions on current facts, historical experience and
various other factors that it believes to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities and the accrual of costs and expenses that are
not readily apparent from other sources. The actual results experienced by our
company may differ materially and adversely from our company's estimates. To the
extent there are material differences between the estimates and the actual
results, future results of operations will be affected.
CASH AND CASH EQUIVALENTS
Our company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents. As of March 31,
2015 and December 31, 2014, there were no cash equivalents.
MINERAL PROPERTY COSTS
Our company has been in the exploration stage since its formation on November 2,
2006 and has not yet realized any revenues from its planned operations. Mineral
property acquisition and exploration costs are expensed as incurred. When it has
been determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves, the costs incurred to
develop such property are capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable reserve. If
mineral properties are subsequently abandoned or impaired, any capitalized costs
will be charged to operations.
ASSET RETIREMENT OBLIGATIONS
Our company follows the provisions of ASC 410, Asset Retirement and
Environmental Obligations, which establishes standards for the initial
measurement and subsequent accounting for obligations associated with the sale,
abandonment or other disposal of long-lived tangible assets arising from the
acquisition, construction or development and for normal operations of such
assets.
BASIC AND DILUTED NET LOSS PER SHARE
Our company computes net income (loss) per share in accordance with ASC 260,
Earnings per Share. ASC 260 requires presentation of both basic and diluted
earnings per share ("EPS") on the face of the income statement. Basic EPS is
computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining the number of
shares assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excludes all dilutive potential shares if their effect is anti
dilutive.
15
<PAGE>
FOREIGN CURRENCY TRANSLATION
Our company's functional and reporting currency is the United States dollar.
Foreign currency transactions are primarily undertaken in Canadian dollars.
Foreign currency transactions are translated to United States dollars in
accordance with ASC 830, Foreign Currency Translation Matters, using the
exchange rate prevailing at the balance sheet date. Gains and losses arising on
translation or settlement of foreign currency denominated transactions or
balances are included in the determination of income.
FINANCIAL INSTRUMENTS
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is
required to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. ASC 820 establishes a fair value
hierarchy based on the level of independent, objective evidence surrounding the
inputs used to measure fair value. A financial instrument's categorization
within the fair value hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. ASC 820 prioritizes the inputs into
three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in
active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than
quoted prices that are observable for the asset or liability such as quoted
prices for similar assets or liabilities in active markets; quoted prices for
identical assets or liabilities in markets with insufficient volume or
infrequent transactions (less active markets); or model-derived valuations in
which significant inputs are observable or can be derived principally from, or
corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs
to the valuation methodology that are significant to the measurement of the fair
value of the assets or liabilities.
Our company's financial instruments consist principally of cash, accounts
payable and accrued liabilities, note payables, and amounts due to related
party. Pursuant to ASC 820, the fair value of cash is determined based on "Level
1" inputs, which consist of quoted prices in active markets for identical
assets. The recorded values of all other financial instruments approximate their
current fair values because of their nature and respective maturity dates or
durations.
INCOME TAXES
Our company accounts for income taxes using the asset and liability method in
accordance with ASC 740, Accounting for Income Taxes. The asset and liability
method provides that deferred tax assets and liabilities are recognized for the
expected future tax consequences of temporary differences between the financial
reporting and tax bases of assets and liabilities, and for operating loss and
tax credit carryforwards. Deferred tax assets and liabilities are measured using
the currently enacted tax rates and laws that will be in effect when the
differences are expected to reverse. Our company records a valuation allowance
to reduce deferred tax assets to the amount that is believed more likely than
not to be realized.
COMPREHENSIVE LOSS
ASC 220, Comprehensive Income, establishes standards for the reporting and
display of comprehensive loss and its components in the financial statements. As
at March 31, 2015 and December 31, 2014, our company has no items representing
comprehensive income or loss.
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<PAGE>
STOCK-BASED COMPENSATION
Our company records stock-based compensation in accordance with ASC 718,
Compensation - Stock Compensation using the fair value method. All transactions
in which goods or services are the consideration received for the issuance of
equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable. Equity instruments issued to employees
and the cost of the services received as consideration are measured and
recognized based on the fair value of the equity instruments issued. As at March
31, 2015 and December 31, 2014, our company did not grant any stock options.
RECENT ACCOUNTING PRONOUNCEMENTS
Our company has implemented all new accounting pronouncements that are in
effect. These pronouncements did not have any material impact on the financial
statements unless otherwise disclosed, and our company does not believe that
there are any other new accounting pronouncements that have been issued that
might have a material impact on its financial position or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a "smaller reporting company", we are not required to provide the information
required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, as amended, 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 president (our principal executive
officer, principal financial officer and principal accounting officer) to allow
for timely decisions regarding required disclosure.
As of the end of our quarter covered by this report, we carried out an
evaluation, under the supervision and with the participation of our president
(our principal executive officer, principal financial officer and principal
accounting officer), of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president (our
principal executive officer, principal financial officer and principal
accounting officer) concluded that our disclosure controls and procedures were
not effective in providing reasonable assurance in the reliability of our
reports as of the end of the period covered by this quarterly report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the period covered by this report there were no changes in our internal
control over financial reporting that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing 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 our director, officer or
any affiliates, or any registered or beneficial shareholder, is an adverse party
or has a material interest adverse to our interest.
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<PAGE>
ITEM 1A. RISK FACTORS
As a "smaller reporting company", we are not required to provide the information
required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On April 30, 2015, we entered into a partial debt settlement agreement with
Robert W. Seeley to convert $45,000 of debt owing to Mr. Seeley into 9,000,000
common shares issued by our company at a deemed price of $0.005. We issued an
aggregate of 9,000,000 common shares to one (1) non-US persons (as that term is
defined in Regulation S of the Securities Act of 1933), in an offshore
transaction relying on Regulation S of the Securities Act of 1933, as amended.
On April 30, 2015, we entered into a partial debt settlement agreement with
Robert W. Seeley to convert $45,000 of debt owing to Mr. Seeley into 9,000,000
common shares issued by our company at a deemed price of $0.005. We issued an
aggregate of 9,000,000 common shares to one (1) non-US persons (as that term is
defined in Regulation S of the Securities Act of 1933), in an offshore
transaction relying on Regulation S of the Securities Act of 1933, as amended.
On April 30, 2015, we entered into a partial debt settlement agreement with
Tucker Investments to convert $67,500 of debt owing to Tucker Investments into
13,500,000 common shares issued by our company at a deemed price of $0.005. We
issued an aggregate of 13,500,000 common shares to one (1) non-US persons (as
that term is defined in Regulation S of the Securities Act of 1933), in an
offshore transaction relying on Regulation S of the Securities Act of 1933, as
amended.
On April 30, 2015, we entered into a partial debt settlement agreement with Pop
Holdings Ltd. to convert $44,500 of debt owing to Pop Holdings Ltd. into
8,900,000 common shares issued by our company at a deemed price of $0.005. We
issued an aggregate of 8,900,000 common shares to one (1) non-US persons (as
that term is defined in Regulation S of the Securities Act of 1933), in an
offshore transaction relying on Regulation S of the Securities Act of 1933, as
amended.
On April 30, 2015, we entered into a partial debt settlement agreement with
Aspir Corporation to convert $45,000 of debt owing to Aspir Corporation into
9,000,000 common shares issued by our company at a deemed price of $0.005. We
issued an aggregate of 9,000,000 common shares to one (1) non-US persons (as
that term is defined in Regulation S of the Securities Act of 1933), in an
offshore transaction relying on Regulation S of the Securities Act of 1933, as
amended..
On April 30, 2015, we entered into a partial debt settlement agreement with H.E.
Capital, S.A. to convert $22,500 of debt owing to H.E. Capital, S.A.into
4,500,000 common shares issued by our company at a deemed price of $0.005. We
issued an aggregate of 4,500,000 common shares to one (1) non-US persons (as
that term is defined in Regulation S of the Securities Act of 1933), in an
offshore transaction relying on Regulation S of the Securities Act of 1933, as
amended.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
None.
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<PAGE>
ITEM 6. EXHIBITS
Exhibit
Number Description
------ -----------
(3) ARTICLES OF INCORPORATION; BYLAWS
3.01 Articles of Incorporation (incorporated by reference to our
Registration Statement on Form SB-2 filed on July 30, 2007)
3.02 Bylaws (incorporated by reference to our Registration Statement on Form
SB-2 filed on July 30, 2007)
(10) MATERIAL CONTRACTS
10.1 Promissory Note with Pop Holdings Ltd. Dated April 25, 2012
(incorporated by reference to our Quarterly Report on Form 10-Q filed
on May 11, 2012)
10.2 Promissory Note with Pop Holdings Ltd. dated April 25, 2012
(incorporated by reference to our Quarterly Report on Form 10-Q filed
on May 11, 2012)
10.3 Promissory Note with Pop Holdings Ltd. dated May 14, 2012 (incorporated
by reference to our Quarterly Report on Form 10-Q filed on September
12, 2012)
10.4 Promissory Note with Pop Holdings Ltd. dated November 16, 2012
(incorporated by reference to our Quarterly Report on Form 10-Q filed
on November 19, 2012)
10.5 Promissory Note with Robert Seeley dated February 4, 2013 (incorporated
by reference to our Annual Report on Form 10-K filed on April 15, 2013)
10.6 Promissory Note with Pop Holdings Ltd. dated February 13, 2013
(incorporated by reference to our Annual Report on Form 10-K filed on
April 15, 2013)
10.7 Promissory Note with Pop Holdings Ltd. dated May 29, 2013 2013
(incorporated by reference to our Quarterly Report on Form 10-Q filed
on August 12, 2013)
10.8 Promissory Note with Aspir Corporation dated August 2, 2013
(incorporated by reference to our Quarterly Report on Form 10-Q filed
on November 8, 2013)
10.9 Promissory Note with Aspir Corporation dated September 5, 2013
(incorporated by reference to our Quarterly Report on Form 10-Q filed
on November 8, 2013)
10.10 Convertible Promissory Note with Robert Seeley dated November 8, 2013
(incorporated by reference to our Annual Report on Form 10-K filed on
April 4, 2014)
10.11 Convertible Promissory Note with Robert Seeley dated February 5, 2014
(incorporated by reference to our Annual Report on Form 10-K filed on
April 4, 2014)
10.12 Advisory Board Agreement with Todd Ellison dated February 12, 2014
(incorporated by reference to our Annual Report on Form 10-K filed on
April 4, 2014)
19
<PAGE>
10.13 Patent, Technical Information and Trade Mark License Agreement with
Windward International LLC dated March 12, 2014 (incorporated by
reference to our Annual Report on Form 10-K filed on April 4, 2014)
10.14 Convertible Promissory Note with Robert Seeley dated April 25, 2014
(incorporated by reference to our Quarterly Report on Form 10-Q filed
on May 20, 2014)
10.15 Convertible Promissory Note with Robert Seeley dated May 15, 2014
(incorporated by reference to our Quarterly Report on Form 10-Q filed
on August 15, 2014)
10.16 Convertible Promissory Note with Robert Seeley dated May 15, 2014
(incorporated by reference to our Annual Report on Form 10-K filed on
April 13, 2015)
10.17 Convertible Promissory Note with Pop Holdings Ltd. dated July 30, 2014
(incorporated by reference to our Annual Report on Form 10-K filed on
April 13, 2015)
10.18 Convertible Promissory Note with Pop Holdings Ltd. dated July 30, 2014
(incorporated by reference to our Annual Report on Form 10-K filed on
April 13, 2015)
10.19 Convertible Promissory Note with Pop Holdings Ltd. dated July 30, 2014
(incorporated by reference to our Annual Report on Form 10-K filed on
April 13, 2015)
10.20 Convertible Promissory Note with H.E. Capital, S.A. dated March 4, 2015
10.21 Convertible Promissory Note Amendment Agreement dated April 2, 2015
with H.E. Capital
10.22 Convertible Promissory Note Amendment Agreement dated April 2, 2015
with Seeley
10.23 Convertible Promissory Note Amendment Agreement dated April 2, 2015
with Pop Holdings
10.24 Partial Debt Settlement Agreement dated April 30, 2015 with Robert W.
Seeley
10.25 Partial Debt Settlement Agreement dated April 30, 2015 with Tucker
Investments
10.26 Partial Debt Settlement Agreement dated April 30, 2015 with Pop
Holdings Ltd.
10.27 Partial Debt Settlement Agreement dated April 30, 2015 with Aspir
Corporation
10.28 Partial Debt Settlement Agreement dated April 30, 2015 with H.E.
Capital, S.A.
(14) CODE OF ETHICS
14.1 Code of Ethics (incorporated by reference to our Annual Report on Form
10-K filed on March 29, 2011)
20
<PAGE>
(31) RULE 13A-14(A) / 15D-14(A) CERTIFICATIONS
31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
of the Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer
(32) SECTION 1350 CERTIFICATIONS
32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
of the Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer
101** INTERACTIVE DATA FILE
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
----------
* Filed herewith.
** To be filed by amendment.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ROSTOCK VENTURES CORP.
(Registrant)
Dated: May 20, 2015 By: /s/ Gregory Rotelli
-----------------------------------------
Gregory Rotelli
President, Chief Executive Officer,
Chief Financial Officer,
Chief Accounting Officer, Secretary,
Treasurer and Director
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
21
