Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses, approximate their fair value because of the short maturity of those instruments.
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
F-6
It is not however practical to determine the fair value of advances from stockholders, if any, due to their related-partyrelated party nature.
Cash EquivalentsInvestment in partnerships, unincorporated joint ventures or limited liability companies
The Company considers all highly liquidfollows subtopic 323-30 of the FASB Accounting Standards Codification for investments with a maturity of three monthsin partnerships, unincorporated joint ventures or less to be cash and cash equivalents.limited liability companies, as amended by the International Accounting Standard (IAS) 28.
The Company uses the equity method of accounting for investments in associate companies. An associate is an entity over which the investor has significant influence by owning over 20% of the common stock but less than 50%. A subsidiary is not an associate and an interest in a joint venture is not an associate.
The investment is initially recognized at cost. After the acquisition date, a change in the Company’s share of the associate’s net assets adjusts the carrying amount of investment. A change in the Company’s share of the associates profit or loss is recognized in the Company’s profit or loss while any change in the Company’s share of the associate’s other comprehensive income is recognized in the Company’s other comprehensive income. Distributions received from an associate reduce the carrying amount of the investment.
On March 30, 2015 the Company acquired a 35% shareholding in PayNovi Ltd. A limited liability company registered in Ireland. The initial consideration was the issuance of 1,316,000 common shares of the Company and the issuance of 3,937,005 common shares of Power Clouds Inc., our parent and majority shareholder. The Company recorded an initial investment of $1,428,531 being the market value of the shares issued on the closing date. (See Note 4 below for further details).
F-7
Related parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the Related parties include: a.(a). affiliates of the Company; b.(b). entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c.(c). trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.(d). principal owners of the Company; e.(e). management of the Company; f.(f). other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g.(g). other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: a.(a). the nature of the relationship(s) involved; b.(b). a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c.(c). the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d.(d). amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Commitments and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unassertedun-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unassertedun-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
F-7
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Subsequently, on October 29, 2014, the Company has entered into a perpetual license for certain intellectual property known as SPACE technology in exchange for a one time fee of $2,000,000 and a fee of $100 for each unit of Space Computer produced and sold by the Company.
F-8
Revenue Recognition
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
The Company derives its revenues from sales contracts with its customers,of products and services to end users via distribution partners, with revenues being generated upon renderingdelivery of the products and/or the services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.
Sales, Marketing and Advertising
We use a variety of marketing, sales and support activities to generate and cultivate ongoing customer demand for our products and services, acquire new customers. We currently sell exclusively through indirect channels. As a result our sales supports efforts are limited to training the indirect channels on the merits of our products over competitive options. We incur promotional costs by way of distributor conferences and sponsoring distributor events with their downstream retail channels and end customers. We will closely track and monitor customer acquisition costs to assess how we are deploying our marketing, sales and customer support spending.
Marketing
We track and measure our marketing costs closely across all channels so that we can acquire customers in a cost-efficient manner.
Indirect Sales
Our indirect sales channel will operate through a number of direct sales organizations that help broaden the adoption of our services without the need for a large direct field sales force.
Customer Support
While our intuitive and easy-to-use user interface serves to reduce our customers’ need for support, we provide online and phone customer support as well as post-sale implementation support, to help customers configure and use our solution. We track and measure our customer satisfaction and our support costs closely across all channels to provide a high level of customer service in a cost-efficient manner. Customer support is outsourced to specialist service providers who already experience economies of scale from providing such services to multiple organizations.
The Company recorded no advertising costs for the three months ending March 31, 2015.
Research and Development
The Company follows subtopic 730-10 of the FASB Accounting Standards Codification for research and development costs.
Research and development costs are charged to expense when incurred.
Our research and development has been primarily focused on bringing the first product Lumina Glasses to market in 2015. The research and development expenses throughout 2014 include the design, parts sourcing and prototyping of the Lumina Glasses. We expect that research and development expenses will increase throughout 2015 as the next generation of the Lumina and other SPACE products are continuously improved and additional products and feature types are added. We expect to continue to outsource the main development activities and use expert consultants where required to ensure consistent iterations of products and related services.
For the quarter ending March 31, 2015, we incurred $370,043 in research and development costs.
F-9
During the period from inception of the SPACE wearable technology and Lumina glasses business in May 2014 through to December 31, 2014, a total of $522,388 has been incurred in research and development costs. Of this balance, $454,672 was incurred while the SPACE business was owned by PWCL prior to its transfer to the Company on October 29, 2014 and $69,216 was incurred by the Company after it had acquired the business on October 29, 2014.
Intellectual Property
Our success and ability to compete effectively are dependent in part upon our proprietary technology. We rely on a combination of copyright, trademark and trade secret laws, as well as non-disclosure agreements and other contractual restrictions, to establish and protect our proprietary rights. Employees are required to execute confidentiality and non-use agreements that transfer any rights they may have in copyrightable works or patentable technologies to us. In addition, prior to entering into discussions with potential business partners or customers regarding our business and technologies, we generally require that such parties enter into nondisclosure agreements with us. If these discussions result in a license or other business relationships, we also generally require that the agreement setting forth the parties’ respective rights and obligations include provisions for the protection of our intellectual property rights. The steps taken by us may not, however, be adequate to prevent the misappropriation of our proprietary rights or technology.
To date, we do not have any federally registered trademarks but do plan to initiate such registrations during 2015.
We do not currently have any patents or patent applications in process. Any future patent applications with respect to our technology may not be granted, and, if granted, patents may be challenged or invalidated. In addition, issued patents may not provide us with any competitive advantages and may be challenged by third parties. Our practice is to affix copyright notices on our product literature in order to assert copyright protection for these works.
Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to duplicate aspects of our products or to obtain and use information that we regard as proprietary. Our steps to protect our proprietary technology may not be adequate to prevent misappropriation of such technology, and may not preclude competitors from independently developing products with functionality or features similar to our products. If we fail to protect our proprietary technology, our business, financial condition and results of operations could be harmed significantly.
Consumer technology markets have been characterized by substantial litigation regarding patent and other intellectual property rights. Litigation, which could result in substantial cost to and diversion of our efforts, may be necessary to enforce trademarks issued to us or to determine the enforceability, scope and validity of the proprietary rights of others. Adverse determinations in any litigation or interference proceeding could subject us to costs related to changing names and a loss of established brand recognition.
Income Tax Provision
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires 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 based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
F-10
The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards.carry- forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.
F-8
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
Uncertain Tax Positions
The Company did not take any uncertain tax positions and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 at September 30, 2014March 31, 2015 and December 31, 2013.2014.
Net income (loss) per common share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.
There were no potentially dilutive debt or equity instrumentsshares issued or outstanding during the three-three months ended March 31, 2015 and nine-month periods ended September 30, 2014 and 2013.2014.
Cash flows reporting
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and
provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.
The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
Advertising costs
F-11
Advertising costs are expensed as incurred. The Company recorded no advertising costs for the three and nine-month periods ending September 30, 2014 and 2013.
Subsequent events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
F-9Reclassification
Certain amounts from prior periods may have been reclassified to conform to the current period presentation. There is no effect on net loss, cash flows or stockholders’ deficit as a result of these reclassifications.
Recently issued accounting pronouncements
The Company is in the development stage as defined under the then current Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 “Development-Stage Entities,” and among the additional disclosures required as a development stage company are that our financial statements were identified as those of a development stage company, and that the statements of operations, stockholders’ deficit and cash flows disclosed activity since the date of our inception (October 22, 2010) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has not elected to early adopt these provisions and consequently these additional disclosures are included in these financial statements.
The Company does not believe that other than disclosed above,reviewed all recently issued, but not yet adopted,effective, accounting pronouncements will haveand does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial position,condition or the results of operations or cash flows.its operations.
Note 3 – Going ConcernAcquisition of the SPACE Technology Business
On October 29, 2014, the Company’s new parent company, PWCL and two of PWCL’s wholly owned subsidiaries, World Global Group, Inc. (now named World Global Network Corp.) (“WGG”) and World Global Assets, Pte. Ltd. ("WGA"), entered into a Purchase And Intercompany License Agreement with the Company whereby WGA licensed certain intellectual property related to WGA’s ‘SPACE’ technology and brand to the Company pursuant to a License Agreement in exchange for a fee of $100 for each SPACE Computer unit produced and sold by the Company.
Subsequently, on January 30, 2015, the Company executed an Asset Purchase Agreement, which replaced and superseded the previous Purchase and Intercompany License Agreement effective as of October 29, 2014 and is retroactively effective as of October 29, 2014, whereby (i) WGA sold all of the SPACE technology and related asset, including certain intellectual property related to WGA’s ‘SPACE’ technology and brand/trademarks, to the Company, (ii) the Company repaid certain expenses and assumed liabilities in the total amount of approximately $550,000 (iii) PWCL agreed to transfer $2,000,000 to the Company in exchange for 8,000,000 shares of the Company’s restricted common stock.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilitiesSPACE technology business commenced in the normal course of business.
As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage at September 30,May 2014 and December 31, 2013 and a net lossthe results of its operations while owned by PWCL for the period from its inception in May 2014 to the date of its transfer to the Company effective October 22, 2010 (Inception) through September 30, 2014. These factors raise substantial doubt about28, 2014 were as follows:
| |
| SPACE TECHNOLOGY BUSINESS FOR THE PERIOD FROM MAY 2014 TO OCTOBER 29, 2014 |
| |
Revenues | $ - |
| |
Cost of revenues | - |
Gross profit (loss) | - |
| |
Operating expenses | |
Sales and general administrative | 1,500 |
Research and development expenses | 453,172 |
Net (loss) | $ (454,672) |
F-12
Effective October 29, 2014, PWCL sold its SPACE technology business and certain related assets to the Company’s abilityCompany. In accordance with ASC 805-50, as this transaction is deemed to continuebe between entities under common control, the assets of the SPACE technology business were transferred from PWCL to the Company at the carrying value of such assets within the financial statements of PWCL at the time of transfer. Accordingly, the sole asset recorded by the Company as a going concern.result of this transaction was a supplier deposit for $103,226 as all other assets transferred had a carrying value of $0. As a condition of the acquisition, the Company agreed to reimburse PWCL for the supplier deposit and certain costs, totaling $454,672, incurred by PWCL in the development of the Space technology. As a result of the acquisition, the Company recorded: (1) a current asset for the supplier deposit in the amount of $103,226; (2) an intercompany payable to PWCL in the amount of $557,898; and (3) a reduction of additional paid in capital of $454,672 representing the excess of liabilities incurred ($557,898) over carrying value of the assets assumed ($103,226) as a result of this being a transaction between entities under common control.
WhileOn a pro forma basis, assuming the Company had owned the SPACE technology business since its inception in May 2014, the Company’s’ financial results for the year ended December 31, 2014 would have been as follows:
Note 4 – Stock Purchase Agreement with PayNovi.
On March 30, 2015, the Company entered into a Common Stock Purchase Agreement (the “SPA”) by and among PWCL, PayNovi Ltd., an Irish limited liability company (the “PayNovi”) and Anch Holdings Ltd., an Irish limited liability company (the “Seller”). Pursuant to the terms of the SPA, the Seller agreed to sell to the Company, and the Company agreed to purchase from the Seller, 350 shares of PayNovi’s common stock, which represents 35% of PayNovi’s total issued and outstanding shares as of the Closing Date, for a Purchase Price consisting of 1,361,000 shares of WRMT’s common stock, which represents 5% of WRMT’s total issued and outstanding shares as of the Closing Date, and 3,937,005 shares of PWCL’s common stock, which represents 5% of PWCL’s total issued and outstanding shares of the Closing Date, being issued to the Seller. The SPA provides for certain additional rights and obligations of the parties, including PayNovi agreeing to certain provisions relating to public disclosure, confidentiality, consents and filings, and transfer and additional issuance restrictions. The closing of the issuance of all of the shares occurred on March 31, 2015. The description of the SPA above is attemptingqualified in its entirety by reference to generate sufficient revenues, the Company’s cashfull text of the SPA filed as an Exhibit hereto.
Paynovi operates in the mobile and online payments market and offers products such as mobile wallet, prepaid cards and online payment programs, as a white label, to its partners. WRMT has taken a minority shareholding in Paynovi to gain a strategic position may not be sufficient enough to supportin the Company’s daily operations. Management intends to raise additional funds by waymobile payments space but also as a part of a public or private offering. strategy to ultimately offer mobile wallet capabilities as part its SPACE wireless offerings in order to gain a competitive advantage over other providers.
Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect.
The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.F-13
Consideration for the investment was as follows:
| |
| FAIR MARKET VALUE OF SHARES ISSUED ON DATE OF TRANASACTION |
| |
1,316,000shares of WRMT’s common stock @ $0.50 per share closing price on March 30, 2015 | $ 680,500 |
3,937,005 shares of PWCL common stock @ $0.145 per share closing price on March 30, 2015 | 748,030 |
Total investment | $ 1,428,530 |
In accordance with ASC 323-10 , the total initial investment of $1,428,530 representing the fair market value of the shares issues as consideration for the acquisition of the investment in PayNoviwas recorded as an equity method investment.
The fair market value of the PWCL shares issued $748,030 is recorded within due to related parties.
Note 5 - Stockholder’s Deficit
Shares Authorized
Upon formation, the total number of shares of all classes of stock which the Company is authorized to issue is seventy-five million (75,000,000) shares of common stock, par value $0.001 per
Common stock
During the three months ended March 31, 2014, the Company’s Registration Statement on the Form S-1/A filed with the Securities and Exchange Commission was declared effective on January 28, 2014. The Company sold 3,220,000 shares of common stock to 31 investors pursuant to this registration statement for $32,200 in cash.
Unregistered Sales of Equity Securities
On October 29, 2014, the Company sold 8,000,000 shares of its common stock at $0.25 per share for $2 million to its parent company, PWCL. During the three months ended March 31, 2015, on March 23, 2015, the Company received $2,000,000 in cash due from PWCL for the issuance of 8,000,000 common shares on October 29, 2014. The issuance of Common Stock was made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.
On March 25, 2015, the Company sold 12,000,000 shares of the Company’s common stock to Mr. Fabio Galdi, the Company’s Chief Executive Officer, for $3 million or $0.25 per share. Payment has been received for the sale of these shares. This represents a 44% beneficial ownership interest in the Company held directly by Mr. Fabio Galdi. The issuance of Common Stock was made pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of the Securities Act.
On March 31, 2015, the Company issued 1,361,000 shares of the Company’s common stock to Anch Holdings, Ltd. as partial consideration for a 35% equity ownership interest in PayNovi (See Note 4 above for more details). The issuance of Common Stock was made pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of the Securities Act.
Additional Paid in Capital
On March 25, 2015, the Company sold 12,000,000 shares of the Company’s common stock to Mr. Fabio Galdi, the Company’s Chief Executive Officer, for $3 million or $0.25 per share. The Company recorded $2,988,000 as additional paid in capital in relation to this issuance to reflect the difference between the cash received and the par value of the shares issued.
On March 31, 2015, the Company issued 1,361,000 shares of the Company’s common stock to Anch Holdings, Ltd. as partial consideration for a 35% equity ownership interest in PayNovi. The Company recorded $679,139 as additional paid in capital in relation to this issuance to reflect the difference between the market value on the date of the transaction and the par value of the shares issued.
F-10F-14
Note 46 – Related Party Transactions
On October 29, 2014 the Company’s Parent Company, PWCL and two of PWCL’s wholly owned subsidiaries, World Global Group, Inc. (now named World Global Network Corp.) (“WGG”) and World Global Assets, Pte. Ltd. ("WGA"), entered into a Purchase And Intercompany License Agreement with the Company whereby (i) WGA licensed certain intellectual property related party transactionsto WGA’s ‘SPACE’ technology and brand to the Company pursuant to a License Agreement in exchange for a fee of $100 for each SPACE Computer unit produced and sold by the Company, (ii) WGG subleased certain real estate to the Company, and (iii) WGA agreed to transfer $2,000,000 to the Company in exchange for 8,000,000 shares of the Company’s restricted common stock. As at March 31, 2015, the proceeds from the sale of the shares had been received.
Subsequently, on January 30, 2015, the Company executed an Asset Purchase Agreement, which replaced and superseded the previous Purchase and Intercompany License Agreement effective as of October 29, 2014 and is retroactively effective as of October 29, 2014, whereby (i) WGA sold all of the SPACE technology and related asset, including certain intellectual property related to WGA’s ‘SPACE’ technology and brand/trademarks, to the Company, (ii) the Company repaid certain expenses and assumed liabilities in the total amount of approximately $550,000 (iii) PWCL agreed to transfer $2,000,000 to the Company in exchange for 8,000,000 shares of the Company’s restricted common stock.
In accordance with ASC 805-50, as this transaction is deemed to be between entities under common control, the assets of the SPACE technology business were transferred from PWCL to the Company at the carrying value of such assets within the financial statements of PWCL at the time of transfer. Accordingly, the sole asset recorded by the Company as a result of this transaction was a supplier deposit for $103,226 as all other assets transferred had no carrying value. As a condition of the acquisition, the Company agreed to reimburse PWCL for the supplier deposit and certain costs, totaling $454,672, incurred by PWCL in the development of the Space technology. As a result of the acquisition, the Company recorded: (1) a current asset for the supplier deposit in the amount of $103,226; (2) an intercompany payable to PWCL in the amount of $557,898; and (3) a reduction of additional paid in capital of $454,672 representing the excess of liabilities incurred ($557,898) over carrying value of the assets assumed ($103,226) as a result of this being a transaction between entities under common control.
Over 70% of PWCL is beneficially owned and controlled by Fabio Galdi, our CEO and the Chairman of PWCL.
The Company subleases facilities with WGG and under its real estate sublease with WGG will be recharged rent and a cost allocation for the property at a fixed rate of $5,000 per month. In December of 2014, WGG was sold by PWCL to World Capital Holding (FZC), a company beneficially owned and controlled by Fabio Galdi, the Company’s CEO. The terms and conditions of the sublease from WGG to the Company remain in full force and effect. The Company recognized $15,000 of rental expense in respect of this lease during the three months ended March 31, 2015 and owed a total of $25,000 to WGG as at March 31, 2015.
On March 25, 2015, the Company sold 12,000,000 shares of the Company’s common stock to Mr. Fabio Galdi, the Company’s Chief Executive Officer, for $3 million or $0.25 per share. Payment has been received for the sale of these shares.
On March 31, 2015, Power Clouds Inc (“PWCL”) our parent issued 3,937,005 shares of its common stock to Anch Holdings Ltd., an Irish limited liability company (the “Seller”) pursuant a Common Stock Purchase Agreement (the “SPA”) by and among PWCL, PayNovi Ltd., an Irish limited liability company (the “PayNovi”) and Anch Holdings Ltd., an Irish limited liability company (the “Seller”). Pursuant to the terms of the SPA, the Seller agreed to sell to the Company, and the Company agreed to purchase from the Seller, 350 shares of PayNovi’s common stock, which represents 35% of PayNovi’s total issued and outstanding shares as of the Closing Date, for a Purchase Price consisting of 1,361,000 shares of WRMT’s common stock, which represents 5% of WRMT’s total issued and outstanding shares as of the Closing Date, and 3,937,005 shares of PWCL’s common stock, which represents 5% of PWCL’s total issued and outstanding shares of the Closing Date, being issued to the Seller. The $748,030 reflecting the fair market value of the shares issued by PWCL on March 31, 2015 is included within the due related parties balance of as at March 31, 2015.
F-15
Consulting services from former President, Chief Executive Officer, Secretary and Treasurer and former Chief Financial Officer
Consulting services provided by the President, Chief Executive Officer, Secretary and Treasurer and Chief Financial Officer for the three and nine-month periods ended September 30, 2014 and 2013 were as follows:
During the three months ended September 30, 2014 and 2013 $2,400 of these related party consulting services was recognizedMarch 31, 2015, $0 in officers’ compensation to the former President was recorded within operating expenses.
Loss from Discontinued Operations. During the ninethree months ended September 30,March 31, 2014, $1,920 of these related party consulting services was recognized in cost of revenues and $5,280$1,440 in officers’ compensation was recorded within operating expenses. During the nine months ended September 30, 2013 $5,000 of these related party consulting services was recognized in cost of revenues and $6,400 in officers’ compensation within operating expenses.Loss from Discontinued Operations.
| | |
| For the three months ended |
| March 31, 2015 | March 31, 2014 |
Former President, Chief Executive Officer(s) | $ - | $ - |
Former Chief Financial Officer, Secretary and Treasurer | - | 1,440 |
| $ - | $ 1,440 |
Accounts Payable –to Related Parties
Amounts due to related party as at March 31, 2015 are as follows:
| | | |
| March 31, 2015 | | December 31, 2014 |
Power Clouds Inc. (PWCL) - parent and majority shareholder | $ 748,030 | | $ - |
World Global Assets pte Ltd (WGA) – owned by PWCL | 1,294,253 | | 915,388 |
World Global Group Inc. (WGG) – owned indirectly by our CEO | 25,000 | | 10,000 |
Total due to related parties | $ 2,067,283 | | $ 925,388 |
These amounts are due on demand, carry no terms and accrue no interest.
Balance due to Directors and Officers
As at September 30,March 31, 2015 and 2014 and December 31, 2013 the Company owed its directors and officers $16,800$0 and $9,600 respectively.$12,000 espectively. These amounts represent unpaid consulting fees, as at the endcash advances and expenses incurred on behalf of the reporting period.Company.
Balance due to PWCL
As at March 31, 2015 and 2014 the Company owed PWCL $748,030 and $0 respectively.
The balance at March 31, 2015 represented the fair market value of 3,937,005 shares of the PWCL’s common stock issued to Anch Holdings, Ltd. as partial consideration for a 35% equity ownership interest in PayNovi (See Note 4 above for more details).
Balance due to World Global Assets pte Ltd. (‘WGA”)
The balance at March 31, 2015 represented $557,898 payable as consideration for the transfer of the SPACE technology business and related asset from WGA to the Company on October 29, 2014, (See Note 3 above for more details) and the provision by WGA of $736,355 working capital in payment of the Company’s operating expenses and deposits with suppliers in the period from October 29, 2014 to March 31, 2015.
F-16
Balance due to World Global Group Inc. (‘WGG”)
The balance at March 31, 2015 represented $25,000 payable under a sublease with WGG for our corporate offices at 600 Brickell Ave., Suite 1775, Miami, Florida. Under the terms of the subleae with WGG, the Company will be recharged rent and a cost allocation for the property at a fixed rate of $5,000 per month.
Forgiveness of Advances and Accrued Compensation from Former OfficerOfficers
On October 29, 2014, the Company settled amounts due to its former directors and officers, whereby the President and stockholders forgave advances of $16,048 and accrued compensation of $16,800 or $32,848 in aggregate. This amount was recorded as contributions to additional paid in capital.
On December 1, 2013 the former President forgave advances of $680 and accrued compensation of $11,400, respectively or $12,080 in aggregate. This amount was recorded as a contribution to additional paid in capital.
Subsequent to September 30, 2014,We have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the Company settled amounts due to directors and officersamount involved in the transaction or a series of the Company whereby the President and stockholders, forgave advances of $16,048 and accrued compensation of $16,800 or $32,848 in aggregate. This amount was recorded as contributions to additional paid in capital.similar transactions exceeded $60,000.
Note 5 – commitmentsOur management is involved in other business activities and contingenciesmay, in the future become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between our business and their other business interests. In the event that a conflict of interest arises at a meeting of our directors, a director who has such a conflict will disclose her interest in a proposed transaction and will abstain from voting for or against the approval of such transaction.
As described inNote 7 –subsequent eventsFamily Relationships below, effective October 29, 2014, the Company entered into a licensing agreement and a real estate lease with certain related parties that contractual commitment the Company to make as yet undetermined future payments to these related parties.
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Note 6 – stockholders’ deficit
Shares authorized
Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is seventy-five million (75,000,000) shares of common stock, par value $0.001 per share.
Common stock
On December 28, 2012, the Company sold 2,000,000 shares of its common stock at par to one of theThere are no family relationships among our officers and directors, for $2,000 in cash.
On September 30, 2013, the Company sold 2,000,000 shares of its common stock at par to the other director for $2,000 in cash.
During the nine months ended September 30, 2014, the Company sold 3,220,000 common shares at $0.01 per share for total proceeds of $32,200 pursuant to the Company’s Registration Statement on the Form S-1/A filed with the Securitiesthan Fabio Galdi and Exchange Commission and declared effective January 28, 2014.Alfonso Galdi, who are brothers.
Note 7 – subsequent eventsSubsequent Events
The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued on November __, 2014May 19, 2015 to determine if they must be reported. The Management of the Company determined that there were the followingno reportable subsequent events to be disclosed:disclosed.
Change in control
On October 29, 2014, pursuant to the terms of the Stock Purchase Agreements (“Stock Purchase Agreements”) between Mrs. Elena Shmarihina, Mr. Alexander Averchenko and World Assurance Group Inc., World Assurance Group, Inc. (“WDAS”) purchased a combined total of 4,000,000 shares of the Company’s common stock from Mrs. Elena Shmarihina and Mr. Alexander Averchenko, former stockholders and officers of the Company, for cash consideration of $60,000. Additionally, WDAS entered into and closed on various other stock purchase agreements with certain other of the Company’s shareholders to purchase a total of 3,095,000 shares of common stock of the Company in exchange for $318,000. As a result of the transactions, WDAS became the Company’s largest stockholder with approximately 99% of the total issued and outstanding shares of the Company’s common stock. All of the Company’s shares purchased by WDAS are and will be "restricted securities" as such term is defined the Securities Act of 1933, as amended (the "Securities Act").
Simultaneously with the stock purchase, WDAS and two of its wholly owned subsidiaries, World Global Group, Inc. (“WGG”) and World Global Assets, ("WGA"), entered into a Purchase And Intercompany License Agreement with the Company whereby (i) WGA is licensing certain intellectual property related to WGA’s ‘SPACE’ technology and brand to the Company pursuant to a License Agreement, (ii) WGG is subleasing certain real estate to the Company, and (iii) WGA is transferring $2,000,000 to the Company in exchange for 8,000,000 shares of the Company’s restricted common stock.
WDAS is currently listed on the pink sheets operated by OTC Markets, Inc. and is a holding company that operates through four wholly owned subsidiaries: Cellad Inc., a digital media company based in Ireland operating in the global mobile advertising industry, World Global Group Inc. (WGG), an intellectual property licensing company based in Miami, Florida, World Global Assets Pte. Ltd. (WGA), based in Singapore and which owns the Wor(l)d Global Network Pte Ltd brands, trademarks, technology and Intellectual Property, and now Halton Universal Brands, Inc., which is licensing the SPACE technology and other intellectual property from WGA and intending to commercialize and sell the SPACE technology.
F-12F-17
SPACE is a wearable technology; it is a wearable computer that connects to “Lumina Glasses”, which are binocular display glasses. SPACE is wearable because it has micro dimensions of only 3”. SPACE is also a brand used for a Cloud Based Media and Communication platform built to provide communication services, such as VideoConference, Webinar, VoiP (Ip Telephony) and Media Distribution Content Platform. The SPACE technology has been perpetually licensed to HNVB in exchange for a one time fee of $2,000,000 and a fee of $100 for each unit of Space Computer produced and sold by HNVB.
The Company will share office facilities with WGG and under its real estate sublease with WGG will be recharged rent and a cost allocation for the property based on the amount of space that it uses. Details of the duration of the lease, the amount of space to be occupied and the amount of the lease payment has yet to be finalized
Effective October 29, 2014, Mrs. Elena Shmarihina resigned as President and Chief Executive Officer of the Company and Mr. Alexander Averchenko resigned as Treasurer and Chief Financial Officer of the Company. The following persons were appointed As Directors and officers of the Company to the offices set forth opposite their names, to serve until the next annual meeting of the Board of Directors or until their successor(s) is(are) duly elected and qualified, or until their earlier death, resignation or removal:
-
Fabio Galdi:
President, Chief Executive Officer, Secretary and Chairman of the Board of Directors;
-
Alfonso Galdi:
Chief Financial Officer, Treasurer and a member of the Board of Directors;
-
Alessandro Senatore:
Chief Operating Officer and a member of the Board of Directors.
As a result of the foregoing, there was a change in control of the Company on October 29, 2014.
Forgiveness of Advances and Accrued Compensation from Former Officers
On October 29, 2014, the Company settled amounts due to directors and officers of the Company whereby the President and stockholders, forgave advances of $16,048 and accrued compensation of $16,800 or $32,848 in aggregate. This amount was recorded as contributions to additional paid in capital.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking Statements and Associated Risks.
The following discussion should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements contained in the MD&A are forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Quarterly Report on Form 10-Q.
Our Business
Organizational History
World Media & Technology Corp. (formerly Halton Universal Brands, Inc. is) (“WRMT” or the “Company”) was incorporated under the laws of the State of Nevada on October 22, 2010 (“Inception”). The Company was originally a brokerage consulting and marketingbrand consultancy firm specializing in product development, brand consultingconsultation, product launches and new product strategy consultingbrokerage services for emerging brands. We focus on natural food products, specialty food products, and mass market grocery items that are manufactured in North America and seek new market penetration in Eastern Europe. We offer services that fall into three major categories: strategic management consulting, sales brokerage, and marketing. Our main areasmanufacturers of focus have been serving manufacturers and distributors in the grocery, specialty food and health supplement channels. By providing a comprehensive range of services for our manufacturer clients, we can maximize the efficiency of new product launches, line expansions and promotional efforts for products already on the market.supplements.
Our current services include:
Brand Consultancy
We perform a comprehensive evaluation of the brand in question and present a brand plan report to the client, outlining strategic steps that need to be taken when introducing the product into the target market. For products already on the market, we can evaluate brand recognition, current marketing efforts, as well as gauge reception of the product by distributors, brokers and buyers that we are in contact with. The brand audit is essential to our process of successful introduction of new products into the market. We charge an hourly rate for the brand audit report preparation, or a flat-rate fee negotiated in advance with the client. As well as a standalone one-off service, we also offer brand consultancy on an on-going basis, as part of our marketing services to clients.
Marketing Services
We provide ongoing marketing services to our customers, which include both strategy and execution elements. We work closely within set brand positioning targets for each product, including messaging, price point and overall impression. Our marketing services include: point-of-sale display design, printing, assembling and delivery on site; sell sheet design, printing and distribution; trade show and consumer show research, booth design consulting, assistance with staffing and trade show coordination; short-term and long-term promotion planning with profit targets and distributor targets in mind; labeling requirement research and consulting; market research and consulting on price point, and new product introduction strategy. Our marketing services are charged on an hourly basis.
Sales Brokerage Services
If the client chooses to retain us as their sales broker of record for the target market, we provide a full-range sales brokerage service package. We represent the clients' products in the target market, calling on distributor and store buyer contacts, advising on promotions, conducting store checks, representing the products at sales road shows and trade shows. Brokerage services are usually charged based on a negotiated monthly fee until sales reach a certain quarterly target, after which, we charge a fee based on percentage of total sales conducted by us.
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Consulting Services
We provide consulting services in two areas: new product development and distribution strategy. New product development services are offered to manufacturers whose products are still in the development stages, or who are developing new products for a particular target market, whether geographical or socioeconomic. We consult on product strategy, package design, sourcing of suppliers and raw materials, assistance with regulatory compliance and product launch strategy. We also consult for clients who require help with their distribution strategy, advising on streamlining the supply chain, effective inventory management, product promotions and selection of promotional materials, carton design and labeling and maintaining relationships with buyers through efficient reporting.
Subsequently, onOn October 29, 2014, there wasPower Clouds, Inc. (formerly World Assurance Group, Inc.) (PWCL) acquired 7,095,000 of the outstanding common stock that resulted in a change of control of the Company and with it a change in the Company’s business plan. Seeplan from a brokerage and brand consultancy firm specializing in product development, brand consultation, product launches and brokerage services to that of the design, manufacture and marketing of wearable technology products and services.
Note 7 - subsequent eventsAcquisition of the Space Technology Business and related assets
Effective October 29, 2014, PWCL sold its SPACE technology business and certain related assets to the Company. In accordance with ASC 805-50, as this transaction is deemed to be between entities under common control, the assets of the SPACE technology business were transferred from PWCL to the Company at the carrying value of such assets within the financial statements of PWCL at the time of transfer. Accordingly, the sole asset recorded by the Company as a result of this acquisition was a supplier deposit for $103,226 as all other assets transferred had a carrying value of $0. As a condition of the acquisition, the Company agreed to reimburse PWCL for the supplier deposit and certain costs, totaling $454,672 incurred by PWCL in the abovedevelopment of the Space technology. As a result of the acquisition, the Company recorded: (1) a current asset for the supplier deposit in the amount of $103,226; (2) an intercompany payable to PWCL in the amount of $557,898; and (3) a reduction of additional paid in capital of $454,672 representing the excess of liabilities incurred $557,898 over carrying value of the assets assumed ($103,226) as a result of this being a transaction between entities under common control.
In November 2014, the board of directors and majority stockholder, PWCL, authorized a name change of the Company from Halton Universal Brands, Inc. to World Media & Technology Corp. The name change went effective with FINRA on December 22, 2014.
Investment in PayNovi Ltd.
On March 30, 2015, the Company entered into a Common Stock Purchase Agreement (the “SPA”) by and among PWCL, PayNovi Ltd., an Irish limited liability company (the “PayNovi”) and Anch Holdings Ltd., an Irish limited liability company (the “Seller”). Pursuant to the terms of the SPA, the Seller agreed to sell to the Company, and the Company agreed to purchase from the Seller, 350 shares of PayNovi’s common stock, which represents 35% of PayNovi’s total issued and outstanding shares as of the Closing Date, for a Purchase Price consisting of 1,361,000 shares of WRMT’s common stock, which represents 5% of WRMT’s total issued and outstanding shares as of the Closing Date, and 3,937,005 shares of PWCL’s common stock, which represents 5% of PWCL’s total issued and outstanding shares of the Closing Date, being issued to the Seller.
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PayNovi operates in the mobile and online payments market and offers products such as mobile wallet, prepaid cards and online payment programs, as a white label, to its partners. WRMT has taken a minority shareholding in PayNovi to gain a strategic position in the mobile payments space but also as a part of a strategy to ultimately offer mobile wallet capabilities as part its SPACE wireless offerings in order to gain a competitive advantage over other providers.
We are accounting for this investment under the equity method as we own 35% of PayNovi and exercise significant influence over the company.
Our net loss for the year ended December 31, 2014 was $173,600. Our independent registered public accounting firm issued its report in connection with the audit of our financial statements for more details. the period ended December 31, 2014, which included an explanatory paragraph in Note 3 describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern.
AsHowever, subsequently the Company received $5 million in cash from the sale of October 29, 2014,shares of its common stock in March 2015.
Our current monthly cash burn is estimated to be approximately $250,000. Based on this projected monthly cash burn, we intendanticipate that our present cash balances may sustain us until mid 2016 before additional funding may be required.
Thus far, our management has relied on Mr. Fabio Galdi, our CEO, and PWCL, a company that Mr. Galdi is the Chairman and majority shareholder of, for equity investments for the purpose of maintaining ongoing operations. Without continued investment from our largest shareholders, PWCL and Mr. Fabio Galdi, we will not have the necessary capital required to discontinueexecute our existing consulting business plan and begin licensinggrow our business.
Management has estimated that the costs associated with implementation of its business plan over the next twelve months include, but are not limited to, completion of the research and development costs associated with ‘Lumina’ glasses and SPACE technologycomputer; launching our SPACE wireless services in the United States and other intellectual propertythe promotion and intendmarketing costs to commercializebuild customer awareness of these products and sellservices.
In the SPACE technology. SPACEevent that new funding is a wearable technology; it is a wearable computernot realized, the business plan may need to be reduced or curtailed. There are currently no written agreements that connectsobligate our largest shareholders, PWCL and Mr. Galdi, to “Lumina Glasses”, whichcontinue funding us, nor do we have any agreements with prospective investors. If we are binocular display glasses. SPACE is wearable because it has micro dimensions of only 3”. SPACE is also a brand used for a Cloud Based Media and Communication platform builtunable to provide communication services, such as VideoConference, Webinar, VoiP (Ip Telephony) and Media Distribution Content Platform. The SPACE technology is perpetually licenseddevelop sufficient revenues to us in exchange for a one time fee of $2,000,000 and a fee of $100 for each unit of Space Computer produced and sold by us.sustain our operations or receive funding, we may need to curtail or abandon our operations.
Results of operations forOperations
For the three months ended September 30, 2014March 31, 2015 compared to the three months ended September 30, 2013.March 31, 2014
Revenue, cost of sales and gross profit
We did not generate revenues during three months ended September 30, 2014 and 2013.
| | | | | |
| Three months ended | | Percentage |
| March 31, 2015 | | March 31, 2014 | | Increase / (Decrease) |
Operating expenses | $ 394,420 | | $ - | | $ 100% |
Loss from continuing operations | (394,420) | | - | | 100% |
| | | | | |
Other Expenses: | | | | | |
Loss from discontinued operations | - | | 12,020 | | - |
Total Other expenses | - | | 12,020 | | - |
| | | | | |
Net Loss | $ (394,920) | | $ (12,020) | | $ 3,381% |
5
Operating Costs and Expenses
The major components of ourOur operating expenses for the three months ended September 30, 2014March 31, 2015.relate to our operating activities with respect to the SPACE Computer business
Sales and 2013 are outlinedgeneral administrative expenses comprise primarily consulting fees incurred in the table below:product literature and pre-launch expenses for the SPACE computer products, management fees, regulatory expenses, depreciation, Internet services, travel, entertainment, automotive and office expenses.
| | | | |
| For the Three Months Ended September 30, 2014 | | For the Three Months Ended September 30, 2013 |
Increase (Decrease) $ |
| | | | |
Officer compensation | $ 2,400 | | $ 2,400 | - |
General and administrative | 7,425 |
| 8,304 | (879) |
Professional fees | 1,600 |
| 1,000 | 600 |
| $ 11,425 |
| $ 10,927 | |
TheResearch and development costs relate to the costs incurred in developing the SPACE Computer wearable computers, binocular media display glasses, wireless devices and the necessary platforms and wireless connectivity to provide its customers with an all encompassing, out-of-the-box, unique, fully-connected, rich, infotainment experience which are expensed under ASC 730. We expect our operating expenses to change and increase in line with our operating coststransition to the SPACE business. As such, our previous results of operations will not be indicative of our future results of operations.
Discontinued Operations
During the three months ended March 31, 2015, we recorded a loss from discontinued operations of $0 as compared to a loss from discontinued operations of $12,020 for the three months ended September 30, 2014, compared to the same periodMarch 31, 2014. Loss from discontinued operations in our fiscal 2013, was due to an increase in our corporate activities, an increase in expenses related to implementation of our business plan and fees associated with our application to have our securities designated as trading on the OTCQB marketplace and subscription to certain OTC Markets Group’s corporate services. General and administrative expenses of $7,425 incurred during the three months ended September 30,March 31, 2014 consistedrelated to the operating activities of filing feesthe former brokerage, consulting and marketing in brand consulting of $1,990, accounting feesHalton Universal prior to the adoption of $1,500, transfer agent feesour new product strategy consulting for emerging brands into the SPACE Computer business.
Net Loss
We incurred a net loss of $803, office rent of $620, OTC Markets fees of $1,666, travel expenses of $780$394,420 and bank charges of $66. General and administrative expenses of $8,304 incurred during$12,020 for the three months ended September 30, 2013 consisted of filing fees of $125, office rent of $447, office expenses of $200, bank charges of $32March 31, 2015 and consulting fees of $7,500.2014 respectively due to the factors discussed above.
Liquidity and Capital Resources
7
Consulting services provided by the President, Chief Executive Officer, Secretary and Treasurer and Chief Financial Officer for the three-month period ended September 30, 2014 and 2013 were as follows:
| | | | | | |
| | For the Three Months Ended September 30, 2014 | | | For the Three Months Ended September 30, 2013 |
| | | | | | |
President, Chief Executive Officer | $ | 1,200 | | | $ | 1,200 |
Chief Financial Officer, Secretary and Treasurer | | 1,200 | | | | 1,200 |
| $ | 2,400 | | | $ | 2,400 |
| | | | | |
During the three months ended September 30, 2014 and 2013 $2,400 of these related party consulting services was recognized in officers’ compensation within operating expenses.
17
As at September 30, 2014 and December 31, 2013 the Company owed its directors and officers $16,800 and $9,600 respectively. These amounts represent unpaid consulting fees as at the end of the reporting period.
Results of operations for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013.Working Capita
Revenue, cost of sales and gross profitl
We generate revenue from consulting services. Our gross revenue from consulting services related to marketing strategy for new products pricing point consultation and brand positioning on the market for the nine months ended September 30, 2014, was $17,300, compared to $7,800 for the nine months ended September 30, 2013. Our cost of revenues for the nine months ended September 30, 2014, was $1,920 (September 30, 2013: $6,000) resulting in a gross profit of $15,380 (September 30, 2013: $1,800).
Operating Costs and Expenses
The major components of our operating expenses for the nine months ended September 30, 2014 and 2013 are outlined in the table below:
| | | | | |
| For the Nine Months Ended September 30, 2014 | | For the Nine Months Ended September 30, 2013 | |
Increase (Decrease) $ |
| | | | | |
Officer compensation | $ 5,280 | | $ 6,400 | | (1,120) |
General and administrative | 29,979 |
| 21,210 | | 8,769 |
Professional fees | 13,900 |
| 1,000 | | 12,900 |
| $ 37,734 |
| $ 16,906 | | |
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The increase in our operating costs for the nine months ended September 30, 2014, compared to the same period in our fiscal 2013, was due to an increase in our corporate activities, an increase in expenses related to implementation of our business plan and an increase in professional fees associated with preparation and filing of our Registration Statement, applying for DTC eligibility of our common stock and upgrading our securities for trading on the OTCQB marketplace. General and administrative expenses of $29,979 incurred during the nine months ended September 30, 2014 consisted of filing fees of $7,250, transfer agent fees of $12,840, office rent of $1,682, accounting fees of $3,000, office expenses of $4,320, travel expenses of $780 and bank charges of $107. General and administrative expenses of $21,210 incurred during the nine months ended September 30, 2013 consisted of filing fees of $125, office rent of $1,531, travel expenses of $2,718, office expenses of $288, bank charges of $48 and consulting fees of $16,500.
Consulting services provided by the President, Chief Executive Officer, Secretary and Treasurer and Chief Financial Officer for the nine-month period ended September 30, 2014 and 2013 were as follows:
| | | | | | |
| | For the Nine Months Ended September 30, 2014 | | | For the Six Months Ended June 30, 2013 |
| | | | | | |
President, Chief Executive Officer | $ | 3,600 | | | $ | 2,800 |
Former President, Chief Executive Officer | | - | | | | 5,000 |
Chief Financial Officer, Secretary and Treasurer | | 3,600 | | | | 3,600 |
| | | | | |
| $ | 7,200 | | | $ | 11,400 |
| | | | | | |
| | | | | |
During the nine months ended September 30, 2014, $1,920 of these related party consulting services was recognized in cost of revenues and $5,280 in officers’ compensation within operating expenses. During the nine months ended September 30, 2013 $5,000 of these related party consulting services was recognized in cost of revenues and $6,400 in officers’ compensation within operating expenses.
On December 1, 2013 the former President forgave advances of $680 and accrued compensation of $11,400, respectively or $12,080 in aggregate. This amount was recorded as a contribution to additional paid in capital.
OTCBB and OTCQB quotation
Our common stock has been quoted on the OTC Bulletin Board since May 12, 2014 under the symbol “HNVB”. During the quarter ended June 30, 2014 the Company filed an application with the OTC Markets Group, Inc.to be quoted on the OTCQB quotation medium. Our application was approved on July 31, 2014 and our common stock has been quoted on the OTCQB under the symbol “HNVB” effective August 1, 2014. We paid a one-time $2,500 application fee and $10,000 annual fees that covers a period from August 1, 2014 to July 31, 2015.
To be eligible for trading on the OTCQB marketplace, starting May 1, 2014, companies are required to:
-
Meet a minimum bid price test of $0.01 and not be subject to bankruptcy or reorganization proceedings. Securities that do not meet the minimum bid price test or that are in bankruptcy will be downgraded to OTC Pink;
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Submit an application to OTCQB and pay an application and annual fee;
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Submit an OTCQB Annual Certification confirming the Company Profile displayed on otcmarkets.com is current
and complete and providing additional information on officers, directors, and controlling shareholders.
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Liquidity and Capital Resources
| Working Capital | | September 30,2014 | |
December 31,2013 | |
| | March 31, 2015 | | December 31, 2014 | | Percentage Increase / (Decrease) |
| | | | | | |
Current Assets | $ | 8,435 | $ | 4,718 | $ 5,341,225 | | $ 340,280 | | 1,470% |
Current Liabilities | $ | (32,848) | $ | (27,552) | 2,069,734 | | 926,338 | | 123% |
Working Capital Deficiency | $ | (24,413) | $ | (22,834) | |
Working Capital (Deficit) | | $ 3,271,491 | | $ (586,058) | | 658% |
Cash Flows
The table below, for the periods indicated, provides selected cash flow information:
| | | | |
| | Nine Months Ended September 30, 2014 | |
Nine Months Ended September 30, 2013 |
Cash provided by (used in) operating activities | $ | (35,304) | $ | (13,233) |
Cash provided by (used in) investing activities | $ | - | $ | - |
Cash provided by financing activities | $ | 32,200 | $ | 2,000 |
Net increase (decrease) in cash | $ | (3,104) | $ | (11,233) |
| | |
| For the Three Months Ended March 31, |
| 2015 | 2014 |
Cash Flows (Used In) in continuing operations | $ (392,920) | $ - |
Cash Flows (Used In) in discontinued operations | - | (7,580) |
Cash Flows (Used In) Investing Activities | - | - |
Net cash provided by financing activities - continuing operations | 5,393,864 | - |
Net cash provided by financing activities - discontinued operations | - | (32,200) |
Net (Decrease) In Cash During Year | $ 5,000,998 | $ 24,620 |
We have generated revenues of $17,300 during the nine months ended September 30, 2014 and $7,800 during the same period in our fiscal 2013. In addition to cash received from consulting services, during the nine months ended September 30, 2014 we received proceeds of $32,200 from sale of our common stock at $0.01 per share. During the nine months ended September 30, 2013 the Company sold 2,000,000 shares of its common stock at par to our director for $2,000 in cash. We had no other sources of cash inflow during the reporting periods.
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Cash Flows from Operating Activitiescontinuing operations
The major uses of our operating cash from continuing operations include fundingthe paying of deposits to our suppliers, research and development costs and general operating expenses (regulatory filing,(marketing, legal and regulatory, professional expenses and office rent) and cost of revenues. Our cash provided by operating activities generally follows the trend in our net revenues and operating results..
Our net cash used in operating activitiescontinuing operations of $35,304$392,920 for the ninethree months ended September 30, 2014March 31, 2015 was primarily the result of our net loss andplus changes in our operating assets and liabilities. These changes include an increase in prepaid expenses of $6,821 and in amounts due to related party of $7,200. In addition, we incurred a decrease in accounts payable and accrued liabilities of $1,904. The increase in prepaid expenses was due to the payment of annual fee of $10,000 to OTC Markets Group Inc. in July of 2014.
During the quarter ended September 30, 2014 the company paid a current portion of accounts payable outstanding as of June 30, 2014 resulting in the decrease in accounts payable and accrued liabilities as at the end of the current quarter. The increase in amounts due to related party was due to consulting services incurred by the Company with our officers and directors that remain unpaid as of September 30, 2014.
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Our net cash used by operating activities of $13,233 for the nine months ended September 30, 2013 was primarily the result of our net loss and changes in our operating assets and liabilities. These changes include an increase in prepaid expenses of $3,522, in accounts payable and accrued liabilities of $5,699 and in amounts due to related party of $11,400.$1,500. The increase in accounts payable and accrued liabilities reflected the increase in our general operating expenses incurred during the ninethree months ended September 30, 2013March 31, 2015 that remained unpaid at the end of the reporting period. The increase in amounts due to related party was due to consulting services incurred by the Company with our officers and directors that remain unpaid as of September 30, 2013. The increase in prepaid expenses was a net result of changes in prepaid filing fees and office rent.
We expect that cash provided by operating activitiescontinuing operations may fluctuate in future periods as a result of a number of factors including fluctuations in our net revenues and operating results, utilization of new revenue streams, collection of any future accounts receivable, and timing of billings and payments.
Cash Flows from discontinued operations
The major uses of our operating cash from discontinued operations were general operating expenses (marketing, legal and regulatory, professional expenses, travel and office rent).
Our net cash used in operating activities of $7,580 for the three months ended March 31, 2014 was primarily the result of our net loss plus changes in our operating assets and liabilities. These changes include an increase in accounts payable and accrued liabilities of $616 and in amounts due to related party of $2,400. In addition, we incurred a decrease in prepaid expenses of $1,424. The decrease in prepaid expenses was due to filing fees that were paid in connection with filing of our Registration Statement and our Annual Report on the Form 10-K during the three months ended March 31, 2014. The increase in accounts payable and accrued liabilities reflected the increase in our general operating expenses incurred during the three months ended March 31, 2014 that remained unpaid at the end of the reporting period.
Cash Flows from Investing Activities
We did not use or generate any cash fromfor investing activities for operations nor for discontinued operations during the ninethree months ended September 30, 2014March 31, 2015 and 2013.2014.
Cash Flows from Financing ActivitiesNet cash provided by financing activities - continuing operations
On October 29, 2014, the Company issued 8,000,000 shares of common stock to PWCL, our parent, pursuant to a subscription agreement whereby, PWCL agreed to transfer $2,000,000 to the Company in exchange for 8,000,000 shares of the Company’s restricted common stock. The Company subsequently received the $2,000,000 proceeds on March 23, 2015
On March 25, 2015, the Company sold 12,000,000 shares of the Company’s common stock to Mr. Fabio Galdi, the Company’s Chief Executive Officer, for $3 million or $0.25 per share. Payment has been received for the sale of these shares.
During the ninequarter ended March 31, 2015, our parent company, Power Clouds Inc., paid $393,864 in cash to third party vendors on our behalf. This amount was still outstanding as at March 31, 2105 and is recorded within the $2,067,284 due to related parties as at March 31, 2015 (See Note 6 above for more details).
Net cash provided by financing activities - discontinued operations
During the three months ended September 30,March 31, 2014, the Company’s Registration Statement on the Form S-1/A filed with the Securities and Exchange Commission was declared effective. During the nine months ended September 30, 2014 the Company3,215,000 shares of common stock were sold 3,220,000 common shares at $0.01 per share for total proceeds of $32,200to 31 investors pursuant to this Registration Statement.
During the nine months ended September 30, 2013 the Company sold 2,000,000 shares of its common stock at par to our directorregistration statement for $2,000$32,200 in cash.
Management expects to keep operating costs to a minimum until cash is available through financing or operating activities. Management plans to continue to seek, in addition to equity financing, other sources of financing (e.g. bank loan, line of credit, shareholder loan) on favorable terms; however, there are no assurances that any such financing can be obtained on favorable terms, if at all. If we are unable to generate profits sufficient to cover our operating costs or unable to obtain additional funds for our working capital needs, we may need to cease or curtail operations.
Recent Accounting Pronouncements
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See Note 2 to the Financial Statements.
Off Balance Sheet Arrangements
Future Financings
As at March 31, 2015 there were no arrangements in place for any future equity financing.
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 September 30, 2014, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.operations, liquidity, capital expenditures or capital resources that are material to stockholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
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ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We were not subject to any legal proceedings during the three and nine months ended September 30,March 31, 2015 and 2014 and 2013 and currently we are not involved in any pending litigation or legal proceeding.
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
All shares sold during the ninethree months ended September 30,March 31, 2014 were sold pursuant to the Company’s Registration Statement on the Form S-1/A filed with the Securities and Exchange Commission and declared effective January 28, 2014.
On October 29, 2014, the Company sold 8,000,000 shares of its common stock at $0.25 per share for $2 million to its parent company, PWCL. During the three months ended March 31, 2015, on March 23, 2015, the Company received $2,000,000 in cash due from PWCL for the issuance of 8,000,000 common shares on October 29, 2014. The issuance of Common Stock was made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.
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On March 25, 2015, the Company sold 12,000,000 shares of the Company’s common stock to Mr. Fabio Galdi, the Company’s Chief Executive Officer, for $3 million or $0.25 per share. Payment has been received for the sale of these shares. This represents a 44% beneficial ownership interest in the Company held directly by Mr. Fabio Galdi. The issuance of Common Stock was made pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of the Securities Act.
On March 31, 2015, the Company issued 1,361,000 shares of the Company’s common stock to Anch Holdings, Ltd. as partial consideration for a 35% equity ownership interest in PayNovi (See Note 4 above for more details). The issuance of Common Stock was made pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of the Securities Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
No senior securities were issued and outstanding during the three and nine months ended September 30, 2014March 31, 2015 or 2013.2014.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
OurMarket Information
While our common stock has been quoted on the OTCOver-The-Counter Bulletin Board since May 12, 2014, and on the OTCQB since July 31, 2014(“OTCBB”) under the symbol “HNVB”. It“HNVB” from June 3, 2014 to December 21, 2014, and under the symbol “WRMT” since December 22, 2014, only a very limited number of shares of common stock have traded to date and there is DTC eligible effective June 9, 2014.currently no active public market for our common stock.
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ITEM 6. EXHIBITS
The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:
EXHIBIT
NUMBER DESCRIPTION
| | | |
Exhibit | | |
Number | Exhibit Description | Location |
| | |
3.1 | | Articles of Incorporation. | Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on November 7, 2013.2013 |
3.2 | Bylaws. | Bylaws. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on November 7, 2013.2013
|
4.0
| 4.1 | Subscription Agreement. | Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on November 7, 2013.2013 |
4.2 | Stock Purchase Agreement between World Assurance Group, Inc., Elena Shmarihina and Halton Universal Brand, Inc. | Incorporated by reference to Exhibit 2.1 of Registrant’s Form 8-K filed on November 4, 2014 |
4.3 | Stock Purchase Agreement between World Assurance Group, Inc., Alexander Averchenko and Halton Universal Brand, Inc. | Incorporated by reference to Exhibit 2.2 of Registrant’s Form 8-K filed on November 4, 2014 |
4.4 | Amendment No. 1 to Stock Purchase Agreement between World Assurance Group, Inc., Elena Shmarihina and Halton Universal Brand, Inc. | Incorporated by reference to Exhibit 2.3 of Registrant’s Form 8-K filed on November 4, 2014 |
4.5 | Amendment No. 1 to Stock Purchase Agreement between World Assurance Group, Inc., Alexander Averchenko and Halton Universal Brand, Inc. | Incorporated by reference to Exhibit 2.4 of Registrant’s Form 8-K filed on November 4, 2014 |
10.1 | Purchase and Intercompany License Agreement between World Assurance Group, Inc., World Global Group, Inc., World Global Assets, Inc. and Halton Universal Brands, Inc. dated October 29, 2014 | Incorporated by reference to Exhibit 10.1 of Registrant’s Form 8-K filed on November 4, 2014 |
| | |
10.2 | Asset Purchase Agreement between World Assurance Group, Inc., World Global Assets, Inc. and Halton Universal Brands, Inc. dated January 30, 2015 (replaces and supersedes the Purchase and Intercompany License Agreement, Exhibit 10.1, in its entirety). | Incorporated by reference to Exhibit 10.2 of Registrant’s Form 10-K filed on April 15, 2015. |
10.3 | Contribution and Assignment Agreement between World Global Assets, Inc. and Halton Universal Brands, Inc. | Incorporated by reference to Exhibit 10.3 of Registrant’s Form 10-K filed on April 15, 2015. |
10.4 | Common Stock Purchase Agreement, dated as of March 30, 2015, by and between World Media & Technology Corp., World Assurance Group, Inc., PayNovi Ltd. and Anch Holdings Ltd. | Incorporated by reference to Exhibit 10.1 of Registrant’s Form 8-K filed on April 7, 2015. |
17.1 | Resignation Letter of Elena Shmarihina as Officer dated October 29, 2014 | Incorporated by reference to Exhibit 17.1 of Registrant’s Form 8-K filed on November 4, 2014 |
17.2 | Resignation Letter of Elena Shmarihina as Director dated October 29, 2014 | Incorporated by reference to Exhibit 17.2 of Registrant’s Form 8-K filed on November 4, 2014 |
17.3 | Resignation Letter of Alexander Averchenko as Officer dated October 29, 2014 | Incorporated by reference to Exhibit 17.3 of Registrant’s Form 8-K filed on November 4, 2014 |
17.4 | Resignation Letter of Alexander Averchenko as Director dated October 29, 2014 | Incorporated by reference to Exhibit 17.4 of Registrant’s Form 8-K filed on November 4, 2014 |
31.1 |
| Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
31.2 | | Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
32.1 | | Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
32.2 | | Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
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| | |
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.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 12, 2014May 20, 2015
| | | |
| | HALTON UNIVERSAL BRANDS INC.WORLD MEDIA & TECHNOLOGY CORP.
|
| | |
| By: | /s/ Fabio Galdi |
| | Fabio Galdi |
| | President, Chief Executive Officer (Principal Executive Officer) and Director |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of Halton Universal Brands Inc.World Media & Technology Corp. and in the capacities and on the dates indicated.
| | | | |
SIGNATURES | | TITLE | | DATE |
| | | | |
/s/ Fabio Galdi | | President, C.E.O., Principal Executive Officer, Secretary and Director | | November 12, 2014May 20, 2015
|
Fabio Galdi | | | | |
/s/ Alfonso Galdi | | Treasurer, C.F.O., Principal Accounting Officer, Principal Financial Officer and Director | | November 12, 2014May 20, 2015
|
Alfonso Galdi | | | | |
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