Amendment No. 2
UNDER THE SECURITIES ACT OF 1933
Commission File Number: 333-167453
Nevada | 7371 | 30-0678378 | ||
(State
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| (Primary Standard Industrial Classification |
| ( Number) |
403 – 1630 Pandosy St.
Kelowna, BC, Canada V1Y 1P7
(778) 478-9944
(Address,
area code,
(Name, address,
Copies
Carrillo, Huettel
3033 Fifth Avenue,JONES, PLLC
San Diego, CA 92103
Tel. (619) 399-3090
Fax (619) 399-0120
1410
(Approximate date of commencement of proposed sale to the public)
Large accelerated filer |
| Accelerated filer |
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Non-accelerated filer |
| Smaller reporting company | ☒ |
(Do not check if a smaller reporting company) |
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Title of Each Class of Securities to be Registered |
| Amount to be Registered (4) |
| Offering Price Per Share | Aggregate Offering Price (1) |
| Amount of Registration Fee (1) |
Common stock, $0.001 par value per share |
| 300,000(2) |
| 0.05 | $15,000 |
| $1.07 |
Common stock, $0.001 par value per share |
| 2,700,000(3) |
| 0.05 | $135,000 |
| $9.63 |
(1)
Estimated solely for purposes of calculating
Title of Each Class of securities to be registered | Amount of shares of common stock to be registered (1) | Proposed Maximum Offering Price Per Share (2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee (3) | ||||||||||||
Common Stock, par value $0.001 per share | 10,000,000 | $ | $0.0148 | $ | 148,000 | $ | 17.15 |
(1) | Consists of (i) up to 10,000,000 of common stock to be sold by Dorado Investments, LLC ("Dorado") pursuant to an Equity Purchase Agreement dated November 4, 2016. In accordance with Rule 416(a), this registration statement shall also cover an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions. |
(2) | Based on the average of the high and low transactions prices on December 7, 2016. The shares offered, hereunder, may be sold by the selling stockholder from time to time in the open market, through privately negotiated transactions, or a combination of these methods at market prices prevailing at the time of sale or at negotiated prices. |
(3) | The fee is calculated by multiplying the aggregate offering amount by .0001159, pursuant to Section 6(b) of the Securities Act of 1933. |
(2)
Selling Security Holders.
(3)
Direct Public Offering. This amended Registration Statement also covers the resale under a separate resale prospectus (the “Resale Prospectus”) by selling shareholders of the Registrant of up to 300,000 ordinary shares previously issued to the selling shareholders as named in the Resale Prospectus.
(4)
In the event of a stock split, stock dividend or similar transaction involving the common shares of the registrant, in order to prevent dilution, the number of shares of common stock registered shall be automatically increased to cover additional shares in accordance with Rule 416(a) under the United States Securities Act of 1933, as amended (the “Securities Act”).
The Registrant hereby amends this Registration Statementstatement on such date or dates as may be necessary to delay itsour effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall, thereafter, become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statementregistration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Subject
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EXPLANATORY NOTE
This Registration Statement contains two prospectuses, as set forth below.
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Public Offering Prospectus. A prospectus regarding our offering10,000,000 of its common stock, which will consist of up to 2,700,00010,000,000 shares of common stock to be sold by Dorado Investments, LLC ("Dorado") pursuant to an Equity Purchase Agreement (the "Purchase Agreement") dated November 4, 2016. If issued presently, the 10,000,000 of common stock registered for resale by Dorado would represent 16.13%of our issued and outstanding shares of common stock as of December 7, 2016.
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Resale Prospectus. A prospectusdeemed to be used for"underwriters" within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale by selling shareholders of up to 300,000 shares of the Registrant’sshares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.
The Resale Prospectus is substantively identical topersons who can afford the Public Offering Prospectus, except for the following principal points:
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they contain different outside and inside front covers;
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they contain different Offering sections in the Prospectus Summary sectionloss of their entire investment. See "Risk Factors" beginning on page 8;
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they contain different Use5. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of Proceeds sections on page 15;
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they contain different Planthese securities or passed upon the accuracy or adequacy of Distribution sections on page 16;
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the Dilution section is deleted from the Resale Prospectus on page 18;
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a Selling Security Holders section is included in the Resale Prospectus beginning on page 18;
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references in the Public Offering Prospectusthis prospectus. Any representation to the Resale Prospectus will be deleted fromcontrary is a criminal offense.
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entire prospectus.
Item 3. Summary Information | 4 |
Item 4. Use of Proceeds | 10 |
Item 5. Determination of Offering Price | 10 |
Item 6. Dilution | 10 |
Item 7. Selling Security Holder | 10 |
Item 8. Plan of Distribution | 12 |
Item 9. Description of Securities to be Registered | 13 |
Item 10. Interests of Named Experts and Counsel | 14 |
Item 11. Information with Respect to the Registrant | 14 |
Item 13. Other Expenses of Issuance and Distribution | 25 |
Item 14. Indemnification of Officers and Directors | 25 |
Item 15. Recent Sales of Unregistered Securities | 26 |
Financial Statements | 27 |
The Registrant has included intime of delivery of this Registration Statement, after the financial statements, a setprospectus, any prospectus supplement or of alternate pages to reflect the foregoing differencesany sale of the Resale Prospectus as compared to the Public Offering Prospectus.
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APPIPHANY TECHNOLOGIES HOLDINGS CORP.
403 – 1630 Pandosy St.
Kelowna, British Columbia
Canada V1Y 1P7
(778) 478-9944
PRELIMINARY PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
2,700,000 sharesshares. Our business, financial condition, results of common stock
Weoperations, and prospects may have changed since those dates. The selling stockholders are offering up to 2,700,000sell and seeking offers to buy shares of our common stock only in a direct public offering with an offering price of $0.05 per share. This offering shall be conducted without any involvement of underwriters or broker-dealers, should all shares being offered byjurisdictions where offers and sales are permitted.
The 2,700,000 shares of common stock being register directly by the Company is the initial offering of common stock of"Company," "we," "us," and "our" refer to Appiphany Technologies Holdings Corp., a Nevada corporation.
There is currently no market for our common stock and we do not know if an active trading market will develop. We intend to take customary measures to arrange for an application to be made with respect to our common stock to be approved for quotation on the Over-the-Counter Bulletin Board (“OTCBB”) upon the effectiveness of the registration statement of which this prospectus forms a part. There are no assurances that our common stock will be approved for quotation on the OTCBB or that, if approved, any meaningful market for our common stock will ever develop.
investment decision.
This prospectus covers the primary public offering by the Company of 2,700,000 shares of common stock. The Company is concurrently conducting a resale offering for 300,000 shares, which is covered in a separate resale prospectus.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED “RISK FACTORS” ON PAGES 10 THROUGH 17 BEFORE BUYING ANY SHARES OF APPIPHANY TECHNOLOGIES HOLDINGS CORP. COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.
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TABLE OF CONTENTS
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You should rely only on the information contained or incorporated by reference to this prospectus in deciding whether to purchase our common stock. We have not authorized anyone to provide you with information different from that contained or incorporated by reference to this prospectus. Under no circumstances should the delivery to you of this prospectus or any sale made pursuant to this prospectus create any implication that the information contained in this prospectus is correct as of any time after theincorporation date of this prospectus. To the extent that any facts or events arising after the date of this prospectus, individually or in the aggregate, represent a fundamental change in the information presented in this prospectus, this prospectus will be updated to the extent required by law.
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PROSPECTUS SUMMARY
The following summary highlights material information contained in this prospectus. This summary does not contain all of the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the risk factors section, the financial statements and the notes to the financial statements. You should also review the other available information referred to in the section entitled “Where you can find more information” in this prospectus and any amendment or supplement hereto. Unless otherwise indicated, the terms the “Company,” “Appiphany,” “we,” “us,” and “our” refer and relate to Appiphany Technologies Holdings Corp. and Appiphany Technologies Corp., our wholly-owned subsidiary. As used herein, iPod®, iPod Touch®, iPhone® and iPad® are registered trademarks of Apple, Inc. and A ppiphany Technologies Holdings Corp. expressly disclaims any right thereto.
The Company Overview
We incorporated in the State of Nevada on February 24, 2010, under the name Appiphany Technologies Holdings Corp.2010. On May 1, 2010, we entered into a Share Exchange Agreement (the "SEA") with Appiphany Technologies Corp. ("ATC"), a company incorporated in British Columbia, Canada in June 2009, pursuant to which we acquired all of the issued and outstanding shares of ATC in exchange for 1,500,000 shares of Appiphany.
the Company's common stock. On January 24, 2016, we acquired certain assets and accounts from Media Convergence Group, LLC in exchange for 20,000,000 shares of the Company's common stock.
To date, we have designed and developed a variety of Apps that are currently available for purchase through Apple, Inc., and we are in the process of developing additional Apps and products. Our current products, services and projects are described in further detail in the section of this prospectus titled “DESCRIPTION OF OUR BUSINESS”, under “Products and Services” starting on page 23. We believe that the Company will evolve into a third-party accessories company, integrating our accessories to function with our Apps. We aim to maximize user experience while exploring the innovative technological possibilities of today. Our goal is to become a successful developer of Apps and App software and maintain a balanced company through streamlined web-based marketing and sales.
Our target customers are those consumers wishing to purchase Apps for their Apple products and third-party commercial businesses wishing to develop Apps for resale. We anticipate thatcombined expertise we will be ablemanage and deliver cost-effective, collaborative and creative strategies to continue generating revenues fromprotect the saleassets of our Apps and accessories that are compatible with Apple’s iPod and iPhone to existing and new customers. Further, we expect to generate revenue from our other services including web design, graphic design, hosting, marketing, new business consulting focused on technology implementation, and advertising our clients’ products and services on our network of websites. We believe that our success will depend on our ability to promote products and software consistent with the Apple, Inc. culture and image.global brands. We will also needensure client ROI through protection of markets, prevention of brand erosion and lost sales resulting in enhanced returns to anticipatethe bottom line. Specifically, our core focus is online brand protection and respondInternet monitoring. Our web-based platform allows us and our clients to changing consumer demandssearch, identify and tastes, as well as the demandstake action against illicit, counterfeit, and diverted online sales of Apple, Inc.
Our foundermislabeled products. This ability to monitor dozens of auction sites worldwide and President, Jesse Keller, has an extensive technical background that he developed over the course of more than eleven years of experience workingdo product queries in real-time is a very significant competitive advantage in the technology industry, specifically through his work inonline brand protection market. Our other offerings include risk management services, custom app software development web design, graphic design, web development(serialization/T&T) and webmaster/customer service. Mr. Keller also has significant experience in search engine marketing, affiliate marketing, investor relations, public relationsprint technology services (forensics, labels and strategic business planning after having successfully developed several business ventures. Jonas Klippenstein, as Vice President, supports Mr. Keller,hangtags).
common stock by Dorado. Dorado will obtain our common stock pursuant to the Purchase Agreement entered into by Dorado and us, dated November 4, 2016.
NEITHER APPLE, INC. NOR ANY OF ITS AFFILIATES HAVE APPROVED, DISAPPROVED OR HAS BEEN MADE AWARE OF THIS OFFERING. THE ONLY RELATIONSHIP BETWEEN APPLE, INC. AND THE COMPANY IS CONTRACTUAL AND THE SPECIFIC TERMS OF THAT RELATIONSHIP ARE SET FORTH IN OUR LICENSE AGREEMENT WITH APPLE, INC. NEITHER APPLE, INC. NOR ANY OF ITS AFFILIATES (I) OWES ANY FIDUCIARY DUTIES TO THE COMPANY, (II) IS RESPONSIBLE FOR THE MANAGEMENT OF THE COMPANY OR ANY OF THE OBLIGATIONS OR LIABILITIES OF THE COMPANY NOR (III) OWES ANY DUTIES TO ANY SECURITY HOLDER OF THE COMPANY. APPLE, INC. AND ITS AFFILIATES HAVE NO OBLIGATIONS TO GRANT ANY NEW LICENSES TO THE COMPANY OR TO MAINTAIN OUR CURRENT LICENSE AGREEMENT.
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SUMMARY OF THIS OFFERING
Shares currently outstanding: | 51,988,237 common shares | |
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Shares being offered: | ||
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Use of Proceeds: | We will
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Risk |
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Year End | Year End | |||||||
April 30, | April 30, | |||||||
2016 | 2015 | |||||||
Cash | $ | 323 | $ | - | ||||
Total Assets | 1,327 | 126 | ||||||
Total Liabilities | 477,202 | 586,807 | ||||||
Total Stockholder's Equity (Deficit) | $ | (475,875 | ) | $ | (586,681 | ) |
Year End | Year End | |||||||
April 30, | April 30, | |||||||
2016 | 2015 | |||||||
Revenue | $ | 904 | $ | 258 | ||||
Total Expenses | (197,211 | ) | (233,774 | ) | ||||
Net Loss for the Period | $ | (125,638 | ) | $ | (797,865 | ) | ||
Net Loss per Share | $ | (0.01 | ) | $ | (1.00 | ) |
An
RISKS RELATED TO THE OFFERING
As there It is no minimum for our offering, ifimportant to note these risks are not the only a few persons purchase shares they will lose their investment.
Since there is no minimum with respect to the number of sharesones we face. Additional risks not presently known or that we currently consider to be sold directly by the Company in this offering, if only a few shares are sold, weimmaterial may also impair our business operations and trading price of our common stock.
Investingtime. We cannot guarantee that we will be successful in generating sufficient revenues to support operations in the Company is a highly speculative investment and could result in the loss of your entire investment.
future.
A purchase of the offered shares is significantly speculative and involves significant risks. The offered shares should not be purchased by any person who cannot afford the loss of his or her entire purchase price. The business objectives of the Company are also speculative,
Since the majority of our shares of Common Stock are owned by our officers and directors, other holders of our Common Stock maytherefore, not be able to influence controlsustain future operations or support the manufacturing of the Company additional systems, we may be required to delay, reduce and/or decision making by managementcease our operations and/or seek bankruptcy protection.
Our Officers and Directors, Jesse Keller and Jonas Klippenstein each beneficially owns 42.37% of our outstanding Common Stock, and collectively own 84.75% of our outstanding Common Stock. Assuming the sale of all 2,700,000 of the shares in this offering, Mr. Keller and Mr. Klippenstein will collectively own 58.14% of all shares of Common Stock of the Company. The interests of our Officers and Directors may not be, at all times, the same ascertainty that of our other shareholders. Mr. Keller and Mr. Klippenstein are not simply passive investors but are the Officers and Directors of the Company, and their interests as executives may at times be adverse to those of passive investors. Where those conflicts exist, our shareholdersany necessary additional financing will be dependent upon our Officers and Directors exercising,available on terms favorable to us, now or at any point in a manner fair to all of our shareholders, their fiduciary duties as an officer or as a member of the Company’s Board of Directors. Also, our Officers and Directors have the ability to control the outcome of most corporate actions requiring shareholder approval, including the sale of all or substantially all of our assets, amendments to our Articles of Incorporation and the election of directors. This concentration of ownership may also have the effect of delaying, deferring or preventing a change of control of us, whichfuture. It may be disadvantageousa significant challenge to minority shareholders.
Purchasers in this offering will experience immediateraise additional funds and substantial dilution inthere can be no assurance as to the book value of their investment.
The offering price of our Common Stock is substantially higher than the net tangible book value per share of our outstanding Common Stock immediately after this offering. Therefore, if you purchase our Common Stock in this offering, you will incur immediate dilution of $0.03 in net tangible book value per share from the price you paid.
We may need additional capital in the future, and the saleavailability of additional sharesfinancing or other equity securities could result inthe terms upon which additional dilution to our stockholders.
We believe that our current cash and cash equivalents, anticipated cash flow from operations and the net proceeds from this offering will onlyfinancing may be available. Even if we raise sufficient to meet our anticipated cash needs for the next 8-10 months. We may require additional cash resources due to changed business conditions or other future developments. If our resources are insufficient to satisfy our cash requirements, we may seek to sellcapital through additional equity or debt financings, strategic alternatives or otherwise, there can be no assurance the revenue or capital infusion will be sufficient to enable us to develop our business to a level where it will be profitable or generate positive cash flow.
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Asto be subject to securities class action litigation.
The Company and selling shareholders will be offering shares of the Company’s common stock, at the same time. The salewhich could result in substantial costs and a significant diversion of shares by the selling shareholders is not contingent upon the Company selling a minimum numbermanagement's time and attention and intellectual and capital resources and could harm our stock price, business, prospects, and results of its shares. Due to the concurrent offering, the Company and selling shareholders may be competing for potential investors. While we do not believe we will be approaching the same potential investors, we may inadvertently do so and if there is a conflict, it is possible that we may not be able to fully subscribe our offering. In that event, the overall proceeds to the Company from our offering may be decreased which would decrease the amount of capital available for our business operations. Further, sales
Youanalysts who may have limited access to informationcover us change their recommendation regarding our business becausestock adversely, or provide more favorable relative recommendations about our competitors, our stock price would likely decline.
payment of any settlement or judgment or compliance with any injunctions in connection, therewith, if there is an unfavorable outcome. The Company will not become a fully reporting company but rather, will be subject to the reporting requirementsexpense of Section 15(d) of the Securities Exchange Act of 1934. We will not have a class of securities registered under Section 12 of the Exchange Act and will not be subject to the greater reporting obligations under said Section. As of effectiveness of our registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC which will be immediately available to the public for inspection and copying (see “Where You Can Find More Information” elsewhere in this prospectus). Except during the year that our registration statement becomes effective, these reporting obligationsdefending litigation may be automatically suspended under Section 15(d) if we have less than 300 shareholders. If this occurs aftersignificant, as is the year in which our registration statement becomes effective, we will no longer be obligatedamount of time to file periodic reports withresolve lawsuits unpredictable and defending ourselves may divert management's attention from the SEC and your access to our business information would then be even more restricted.
RISKS RELATED TO OUR BUSINESS
The scopeday-to-day operations of our business, is currently limited to customers using Apps for the iPhone, iPod Touch, and the iPad manufactured and marketed by Apple, Inc.
Although we intend to become a more diversified technologies company, the majority of our current business is based upon Apps that we create and provide to customers and third-party businesses utilizing Apps designed for the iPhone, iPod Touch, and iPad manufactured and marketed by Apple, Inc. Because the Apps we currently develop are limited to use on very specific products, if we fail to market our Company and Apps effectively, or if we fail to adequately anticipate, gauge and respond to our existing and potential customers' needs with our Apps, the Company would be adversely affected.
Furthermore, if the demand for Apps and App development for the iPhone, iPod, iPod Touch, and iPad were to decrease, or if Apple, Inc. were to change their App technology, our company could be adversely affected.
Our business is heavily dependent on the License Agreement we have in place with Apple, Inc.
The Company's operations are materially dependent on the terms and conditions of the License Agreement with Apple, Inc. The License Agreement permits the Company to use and exploit certain proprietary property and concepts owned or controlled by Apple, Inc., including the Apple iPhone, iPod, iPod Touch, and iPad brand names, trade dress and trademarks. In the event that the Company is unable to comply with the terms and conditions of the License Agreement in the future, it would have a material adverse impact on the Company's operations.
Our business is heavily dependent on Apple, Inc.
The Company's success depends upon the popularity of the iPhone, iPod, iPod Touch, and iPad, for which it is authorized to develop Apps. If consumer preferences for these products change, or the Company is unable to obtain clients who require App development, the Company's sales could decline and its results could be adversely affected. Because the Company’s main focus is on App development, the Company currently is particularly dependent upon the continued popularity of products offered by Apple, Inc. and on Apple's ability to provide it with a growing market. Additionally, the Company is highly dependent on the allowance by Apple, Inc. of third-party developers to design develop and upload Apps into the App Store. If Apple, Inc. were to not allow third-party developers of Apps, or if Apple, Inc. were to not select our Apps for inclusion in the App Store, our Company could be adversely affected.
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If we are unable to attract new customers, or if our existing customers do not purchase additional products or services, the growth of our business and cash flows will be adversely affected.
To increase our revenues and cash flows, we must regularly add new customers and, to a somewhat lesser extent, sell additional products and services to our existing customers. If we are unable to sell our products and services to customers that have been referred to us, unable to generate sufficient sales leads through our marketing programs, or if our existing or new customers do not perceive our Apps to be of sufficiently high value and quality, we may not be able to increase sales and our operating results would be adversely affected. In addition, if we fail to sell new products and services to existing or new customers, our operating results will suffer, and our revenue growth, cash flows and profitability may be materially and adversely affected.
We may experience service failures or interruptions due to defects in the software, infrastructure or processes that comprise our App software, any of which could adversely affect our business.
Our software may contain undetected defectsbusiness, results of operations, financial condition, and cash flows. Additionally, an unfavorable outcome in the software, infrastructure or processes. If these defects lead to failures in our Apps, we could experience delays or lost revenues during the period required to correct the cause of the defects. Furthermore, we cannot be certain that defects will not be found in new software or upgraded existing software or that service disruptions will not occur in the future, resulting in loss of, or delay in, market acceptance, whichany such litigation could have ana material adverse effect on our business, results of operations, financial condition and financial condition.
cash flows.
If we do not successfully maintain
We believe that developing, maintaining and enhancingaffect the Appiphany brandmarket's perception of our product, resulting in a cost-effective manner is criticaldecline in expandingdemand for our customer base. Someproduct and could divert the attention of our competitors have well-established brands. Promotionmanagement, having a materially adverse effect our business, financial condition, results of our brand will depend largelyoperations and prospects.
If we are unable to adapt our products and App software to rapid technological change, our revenues and profits could be materially and adversely affected.
Rapid changes in technology, products, services, customer requirements and operating standards occur frequently, especially within the technologies of Apple brand products. These changes could render our proprietary technology and systems obsolete. Any technological changes that reduce or eliminate the need for Apps that connect iPhone, iPod, iPod Touch, and iPad App creators with their target markets could harm our business. We must continually improve the performance, features and reliability of our App software, particularly in response to our competition.
Ourfuture success will depend, in part, on our ability to:
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enhanceto attract and retain qualified management and technical personnel. Equally, our existing products and services;
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develop new products, services and technologies that addresssuccess depends on the increasingly sophisticated and varied needsability of our target markets;management and
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employees to interpret market data correctly and to interpret and respond to technological advanceseconomic market and emerging industry standardsother conditions in order to locate and practices on a cost-effectiveadopt appropriate investment opportunities, monitor such investments, and timely basis.
ultimately, if required, to successfully divest such investments. Further, no assurance can be given that our key personnel will continue their association or employment with us or that replacement personnel with comparable skills can be found. We have sought to and will continue to ensure that management and any key employees are appropriately compensated, however, their services cannot be certain of our success in accomplishing the foregoing.guaranteed. If we are unable for technical, legal, financial or other reasons, to adapt to changing market conditions or buyer requirements, our market share, business and operating results could be materially and adversely affected.
We may be subject to claims that we or our technologies infringe upon the intellectual property or other proprietary rights of a third - -party. Any such claims may require us to incur significant costs, to enter into royalty or licensing agreements or to develop or license substitute technology, which may harm our business.
We may in the future be subject to claims that our technologies infringe upon the intellectual property or other proprietary rights of a third-party. While we believe that our products do not infringe upon the proprietary rights of third parties, we cannot guarantee that third parties will not assert infringement claims against us in the future, particularly with respect to technology that we acquire through acquisitions of other companies. We might not prevail in any intellectual property infringement litigation, given the complex technical issues and inherent uncertainties in such litigation. Defending such claims, regardless of their merit, could be time-consuming and distracting to management, result in costly litigation or settlement, cause development delays, or require us to enter into royalty or licensing agreements.
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Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies could reduce our ability to compete successfully and adversely affect our results of operations.
We may need to raise additional funds to achieve our future strategic objectives, and we may not be able to obtain additional debt or equity financing on favorable terms, if at all. If we raise additional equity financing, our security holders may experience significant dilution of their ownership interests and the value of shares of our common stock could decline. If we engage in debt financing, we may be required to accept terms that restrict our ability to incur additional indebtedness, force us to maintain specified liquidity or other ratios or restrict our ability to pay dividends or make acquisitions. If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things:
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develop and enhance our existing products and services;
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continue to expand our technology development, sales and/or marketing organizations;
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hire, train and retain employees; or
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respond to competitive pressures or unanticipated working capital requirements.
Our inability to do any of the foregoing could reduce our ability to compete successfully and adversely affect our results of operations.
We have a “going concern” opinion from our auditors, indicating the possibility that we may not be able to continue to operate.
Our independent registered public accountants have expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our proposed business. As a result we may have to liquidate our business and you may lose your investment. You should consider our independent registered public accountant’s comments when determining if an investment in Appiphany Technologies Holdings Corp. is suitable.
If we fail to attract and retain key personnel, our business may suffer.
be adversely affected.
Given
resources.
As the Company’s President and Vice-President have other outside business activities, they are not devoting a majority of their time to the Company, which may result in periodic interruptions or business failure.
Our President and Chief Executive Officer, Jesse Keller, and Vice President, Jonas Klippenstein, have other outside business activities but are committed to devote up to approximately 20 hours per week to
Because our management does not have direct experience in application development, debugging or distribution, we may not be able to compete with competitors having experienced management, and we may need to hire outside consultants.
Our management has no direct experience in App development, debugging or distribution, which may lead to an inability to successfully identify and respond to trends or business conditions in an adequate mannerintellectual property is necessary to ensure that the Company's plan of operations is successfully implemented. protect our brand.
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Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or our failure to comply with regulations could harm our operating results.
As Internet commerce continues to evolve, increasing regulation by federal, state or foreign agencies becomes more likely. For example, we believe increased regulation is likely in the area of data privacy, and laws and regulations applying to the solicitation, collection, processing or use of personal or consumer information could affect our customers’ ability to use and share data, potentially reducing demand for our products. In addition, taxation of products and services provided over the Internet or other charges imposed by government agencies or by private organizations for accessing the Internettrade secrets may also be imposed. Any regulation imposing greater fees for Internet useknown without breach of such agreements or restricting information exchange overmay be independently developed by competitors. Inability to maintain the Internetproprietary nature of our technology and processes could resultallow our competitors to limit or eliminate any competitive advantages we may have.
existing contracts of a target company and realizing the anticipated benefits of the combined businesses; difficulty in supporting and transitioning customers, if any, of the target company; inability to achieve anticipated synergies or increase the revenue and profit of the acquired business; potential disruption of our ongoing business and distraction of management; the price we pay or other resources that we devote may exceed the value we realize; or the value we could have realized if we had allocated the purchase price or other resources to another opportunity and inability to generate sufficient revenue to offset acquisition costs.
If we issue additional shares in the future our existing shareholders will experience dilution.
Theissuance of any such shares will result in a reduction of the book value and market price of the Company’s Common Stock is likely tooutstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.
·
services by the Company or its competitors;
·
additions or departures of key personnel;
·
the Company’s ability to execute its business plan;
·
operating results that fall below expectations;
·
loss of any strategic relationship;
·
industry developments;
·
economic and other external factors; and
·
period-to-period fluctuations in the Company’s financial results.
In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affectdepress the market price of the Company’sour common stock.
As a public company, we will incur substantial expenses.
Upon declared effectiveness of this Registration Statement by the SEC, we will then become subject to the information and reporting requirements of the U.S. securities laws. The U.S. securities laws require, among other things, review, audit, and public reporting of our financial results, business activities, and other matters. Recent SEC regulation, including regulation enacted as a result of the Sarbanes-Oxley Act of 2002, has also substantially increased the accounting, legal, and other costs related to becoming and remaining an SEC reporting company. If we do not have current information about our company available to market makers, they will not be able to trade our stock. The public company costs of preparing and filing annual and quarterly reports, and other information with the SEC and furnishing audited reports to stockholders, will cause our expenses to be higher than they would be if we were privately-held. In addition, we are incurring substan tial expenses in connection with the preparation of this Registration Statement. These increased costs may be material and may include the hiring of additional employees and/or the retention of additional advisors and professionals. Our failure to comply with the federal securities laws could result in private or governmental legal action against us and/or our officers and directors, which could have a detrimental effect on our business and finances, the value of our stock and the ability ofmake it difficult for our stockholders to resell their shares.
FINRA Trading of our stock may be restricted by the SEC's penny stock regulations and FINRA's sales practice requirements, which may limit a stockholder’sstockholder's ability to buy and sell our stock.
Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker/dealersbroker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our common stock, reducing a shareholder’slimit your ability to resell shares ofbuy and sell our common stock.
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We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of 2002.
In addition to the costs of compliance with having our shares listed on the OTCBB, there are substantial penalties that could be imposed upon us if we fail to comply with all of regulatory requirements. In particular, under Section 404 of the Sarbanes-Oxley Act of 2002 we will be required, beginning with our fiscal year ending April 30, 2010, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting as of the end of fiscal 2010. Furthermore, our independent registered public accounting firm will be required to attest to whether our assessment of the effectiveness of our internal control over financial reporting is fairly stated in all material respectsstock and separately report on whether it believes we have maintained, in all material respects, effective internal control over financial reporting. We have not yet completed our assessment of the effectiveness of our internal control over financial repo rting. We expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.
If a market for our Common Stock does not develop, shareholders may be unable to sell their shares.
A market for our Common Stock may never develop. We intend to contact an authorized OTC Bulletin Board market-maker for sponsorship of our securities on the OTC Bulletin Board. However, there is no guarantee that our shares may never be traded on the bulletin board, or, if traded, a public market may not materialize and investors may not be able to re-sell the shares of our Common Stock that they have purchased and may lose all of their investment.
The Company’s common stock is currently deemed to be “penny stock”, which makes it more difficult for investors to sell their shares.
The Company’s common stock is and will be subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-de alers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, it could have an adverse effect on the market for our shares.
· | the trading volume of our shares; |
· | the number of securities analysts, market-makers and brokers following our common stock; |
· | new products or services introduced or announced by us or our competitors; |
· | actual or anticipated variations in quarterly operating results; |
· | conditions or trends in our business industries; |
· | announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; |
· | additions or departures of key personnel; |
· | sales of our common stock; and |
· | general stock market price and volume fluctuations of publicly-traded, and particularly microcap, companies. |
The elimination of monetary liability against the Company’s directors, officers and employees under Nevada law and the existence of indemnification rights to the Company’s directors, officers and employees may resultregulations. Price fluctuations in substantial expenditures by the Company and may discourage lawsuits against the Company’s directors, officers and employees.
The Company’s Articles of Incorporation contain a specific provision that eliminate the liability of directors for monetary damages to the Company and the Company’s stockholders; further, the Company is prepared to give such indemnification to its directors and officers to the extent provided by Nevada law. The Company may also have contractual indemnification obligations under its employment agreements with its executive officers. The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which the Company may be unable to recoup. These provisions and resultant costs may also discourage the Company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by the Company’s stockholders against the Company’s dire ctors and officers even though such actions, if successful, might otherwise benefit the Company and its stockholders.
DETERMINATION OF OFFERING PRICE
As a result of there being no established public market for our shares the offering price and other terms and conditions relative to our shares have been arbitrarily determined by the Company and do not bear any relationship to assets, earnings, book value, or any other objective criteria of value. In addition, no investment banker, appraiser, or other independent third - - party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.
USE OF PROCEEDS
Our offering is being made in a direct public offering, without the involvement of underwriters or broker-dealers. Appiphany Technologies Holdings Corp. expects to disburse the proceeds from this offering in the priority set forth below within the first 12 months after successful completion of this offering.
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Not taking into account any possible additional funding or revenues, Appiphany Technologies Holdings Corp. intends to use the proceeds from this offering as follows. The following chart indicates the amount of funds that we will allocate to each item, but does not indicate the total fee/cost of each item. The amount of proceeds we allocate to each item is dependent upon the amount of proceeds we receive from this offering:
Application of Proceeds | 100% of Shares Sold | 50% of Shares Sold | 25% of\ Shares Sold | 10% of Shares Sold | ||||
| $ Amount | % of Total | $ Amount | % of Total | $ Amount | % of Total | $ Amount | % of Total |
Total Offering Proceeds | 135,000 | 100.00 | 67,500 | 100.00 | 33,750 | 100.00 | 13,500 | 100.00 |
Offering Expenses |
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Legal Fees and Expenses | 5,000 | 3.70 | 5,000 | 7.41 | 5,000 | 14.81 | 5,000 | 37.04 |
Audit Fees and Expenses(2) | 5,000 | 3.70 | 5,000 | 7.41 | 5,000 | 14.81 | 5,000 | 37.04 |
SEC Registration Fee | 10.70 | 0.01 | 10.70 | 0.02 | 10.70 | 0.03 | 10.70 | 0.08 |
Transfer Agent & Registrar Fees & Expenses | 500 | 0.37 | 500 | 0.74 | 500 | 1.48 | 500 | 3.70 |
Miscellaneous Expenses | 1,000 | 0.74 | 1,000 | 1.48 | 1,000 | 2.96 | 1,000 | 7.41 |
Total Offering Expenses | 11,500* | 8.52 | 11,500* | 17.04 | 11,500* | 34.07 | 11,500* | 85.19 |
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Net Proceeds from Offering | 123,500 | 91.48 | 56,000 | 82.96 | 22,250 | 65.93 | 2,000 | 14.81 |
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Use of Net Proceeds |
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Legal and Accounting Fees | 20,000 | 14.81 | 10,000 | 14.81 | 4,000 | 11.85 | 500 | 3.70 |
Business Development | 25,000 | 18.52 | 12,750 | 18.89 | 4,750 | 14.07 | 300 | 2.22 |
Marketing and Advertising | 15,000 | 11.11 | 6,250 | 9.26 | 3,000 | 8.89 | 300 | 2.22 |
Working Capital(1) | 63,500 | 47.04 | 27,000 | 40.00 | 10,500 | 31.11 | 900 | 6.67 |
Total Use of Net Proceeds | 123,500 | 91.48 | 56,000 | 82.96 | 22,250 | 65.93 | 2,000 | 14.81 |
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Total Use of Proceeds | 135,000 | 100.00 | 67,500 | 100.00 | 33,750 | 100.00 | 13,500 | 100.00 |
*Notes: Offering expenses have been rounded to $11,500.
(1)
The category of General Working Capital may include, but is not limited to, postage, telephone services, overnight delivery services and other general operating expenses. Any line item amounts not expended completely shall be held in reserve as working capitalare particularly volatile and subject to reallocation to other line item expenditures as required for ongoing operations; however, offering proceedspotential manipulation by market-makers, short-sellers and option traders.
(2)
Audit fees are strictly related to the amount of work performed by our auditor, and the percentage of shares sold in this offering has no impact on our audit fees. If we do not raise sufficient funds from this offering to cover audit related fees, we will have to seek additional outside financing to cover such expenses.
We believe that our current cash and cash equivalents, anticipated cash flow from operations and thereceive any proceeds from the sale of the maximum amountshares of our common stock by the selling stockholders. However, we will receive proceeds from our initial sale of shares to Dorado, pursuant to the Purchase Agreement. We will pay for expenses of this offering, except that Dorado has agreed to pay legal fees associated with the preparation of this registration statement and will pay any broker discounts, commissions, or equivalent expenses applicable to the sale of their shares.
Shares Owned by the Selling Stockholders | Shares of Common Stock | Number of Shares to be Owned by Selling Stockholder After the Offering and Percent of Total Issued and Outstanding Shares | ||||||||||||||
Name of Selling Stockholder | before the Offering (1) | Being Offered | # of Shares (2) | % of Class (2) | ||||||||||||
Dorado Investments, LLC (3) | 0 | 10,000,000 (4) | 0 | 0% |
(1) | Beneficial ownership is determined in accordance with Securities and Exchange Commission rules and generally includes voting or investment power with respect to shares of common stock. Shares of common stock subject to options, warrants and convertible debentures currently exercisable or convertible, or exercisable or convertible within 60 days, are counted as outstanding. The actual number of shares of common stock issuable upon the conversion of the convertible debentures is subject to adjustment depending on, among other factors, the future market price of our common stock, and could be materially less or more than the number estimated in the table. |
(2) | Because the selling stockholders may offer and sell all or only some portion of the 10,000,000 shares of our common stock being offered pursuant to this prospectus and may acquire additional shares of our common stock in the future, we can only estimate the number and percentage of shares of our common stock that any of the selling stockholders will hold upon termination of the offering. |
(3) | Edward Liceaga exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Dorado Investments, LLC. |
(4) | Consists of up to 10,000,000 shares of common stock to be sold by Dorado pursuant to the Purchase Agreement. |
Specifically,full commitment under the Company will use the proceeds received from this offering to continue the development of its current Apps, design and develop additional Apps, and create and manufacture accessories to be used with the Apps that are compatible with the iPhone, iPod Touch and iPad. Further, the Company will use the proceeds to carry on other projects that are currently underway related to App development and design, graphic design, web design, hosting, marketing, new business consulting focused on technology implementation and advertising our clients’ products and servicesPurchase Agreement. Based on our network$0.0148 closing bid price as of websites.
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If the Company is able to raise fiftyclose of business on December 7, 2016, the registration statement covers the offer and possible sale of $110,000 worth of our shares.
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
Appiphany Technologies Holdings Corp. has issued and outstanding as of the date of this prospectus 5,900,000 shares of Common Stock. The Company is registering an additional of 2,700,000 shares of its Common Stock for sale at the price of $0.05 per share. There is no arrangement to address the possible effect of the offering on thelowest closing bid price of the stock.
common stock during the pricing period. The pricing period will be the five consecutive trading days immediately after the put notice date. In addition, there is an ownership limit for Dorado of 9.99%.
· | Our registration statement with respect to the resale of the shares of common stock delivered in connection with the applicable put shall have been declared effective; |
· | we shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the registrable securities; and |
· | we shall have filed all requisite reports, notices, and other documents with the SEC in a timely manner. |
· | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
· | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
· | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
· | privately negotiated transactions; |
· | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
· | a combination of any such methods of sale; or |
In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which Appiphany has complied.distribution. In addition, and without limiting the foregoing, the Companyselling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations underthereunder, including Regulation M, which may limit the Exchange Act with regard to security transactions during the periodtiming of time when this Registration Statement is effective.
Offering Periodpurchases and Expiration Date
This offering will start on the date of this prospectus and continue for a period of up to 180 days.
Procedures for Subscribing
If you decide to subscribe for any shares in this offering, you must:
1.
execute and deliver a subscription agreement;
2.
deliver a check or certified funds to us for acceptance or rejection; and
3.
pay cash by wire transfer of immediately available funds to the client-trust account of Carrillo, Huettel & Zouvas, LLP, in accordance with the wire instructions, or directly to the Seller:
The subscription agreement requires you to disclose your name, address, social security number, telephone number, number of shares you are purchasing, and the price you are paying for your shares.
All checks for subscriptions must be made payable toAppiphany Technologies Holdings Corp.
Acceptance of Subscriptions
Upon the Company’s acceptance of a Subscription Agreement and receipt of full payment, the Company shall countersign the Subscription Agreement and issue a stock certificate along with a copy of the Subscription Agreement.
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Right to Reject Subscriptions
We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.
Penny Stock Regulation
Our Common Shares are not quoted on any stock exchange or quotation system. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, that:
·
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
·
contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties;
·
contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask price;
·
contains a toll-free telephone number for inquiries on disciplinary actions;
·
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and,
·
contains such other information and is in such form (including language, type, size, and format) as the SEC shall require by rule or regulation.
The broker-dealer also must provide the customer with the following, prior to proceeding with any transaction in a penny stock:
·
bid and offer quotations for the penny stock;
·
details of the compensation of the broker-dealer and its salesperson in the transaction;
·
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and,
·
monthly account statements showing the market value of each penny stock held in the customer’s account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.
Rule 144 Shares
In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company’s common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed 1% of the numbersales of shares of the Company’s common stock then outstanding which, in our case, would equal approximately 59,000 shares of our common stock as ofby the dateselling stockholders or any other person. We will make copies of this prospectus.
In accordance with the volume and trading limitations of Rule 144 of the Act, in general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least twelve months if the Company is not subjectprospectus available to the reporting requirements of the Securities Act of 1934 or six months provided that the company has been subject to the reporting requirements of the Securities Act of 1934 for a minimum of 90 days, is entitled to sell within any three month period a number of shares that does not exceed the greater of:
1.
1% of the number of shares of the company's common stock then outstanding
2.
the average weekly trading volume of the Company's common stock during the four calendar weeks preceding the filing of a notice on Form 144
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Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company. Under Rule 144, a person who is not one of the Company’s affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least one year if the Company has been subject to the reportingrequirements of the Securities Act of 1934 and two years if not subject to the reporting requirements of the Securities Act of 1934, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.
Registration Rights
We have not granted registration rights to any persons.
DILUTION
Net tangible book value per share represents the amount of the Company’s tangible assets less total liabilities, divided by the 5,900,000 shares of Common Stock outstanding as of October 31, 2010. Net tangible book value dilution per share represents the difference between the amount per share paid by purchasers of the Shares in this offering assuming the offering price of $0.05 per share of Common Stock and the pro forma net tangible book value per share of Common Stock immediately after completion of the offering.
After giving effect to the sale of the 2,700,000 Shares offered by the Company hereunder, at an Offering Price of $0.05 per share the pro forma net tangible book value of the Company at October 31, 2010, would have been $ 15,502, or $0.00 per share, representing an immediate increase in tangible book value of $0.02 per share to existing shareholders and an immediate dilution of $0. 05 per share to purchasers of the Shares.
The following table illustrates the foregoing information with respect to new investors on a per share basis:
|
| 2,700,000 Shares (100%) | 1,350,000 Shares (50%) | 675,000 Shares (25%) | 270,000 Shares (10%) |
Offering price per share | $ | 0.05 | 0.05 | 0.05 | 0.05 |
Net tangible book value per share before Offering | $ | (0.02) | (0.02) | (0.02) | (0.02) |
Increase per share attributable to new investors | $ | 0.02 | 0.01 | 0.01 | 0.00 |
Pro forma net tangible book value per share after Offering | $ | 0.00 | (0.01) | (0.01) | (0.02) |
Dilution per share to new investors | $ | (0.05) | (0.06) | (0.06) | (0.07) |
DESCRIPTION OF PROPERTY
Our offices are currently located at 1630 Pandosy Street in Kelowna, B.C., and our telephone number is (778) 478-9944. As of the date of this filing, we have not sought to move or change our office site. We currently utilize office space free of charge on a month-to-month basis from 250 Media Corp., of which our President, Jesse Keller, is the current Chief Executive Officer. The office space is approximately 1000 square feet of industrial/office space with opportunities to expand our facilities. Additional space may be required as we expand our operations. We do not foresee any significant difficulties in obtaining any required additional space. We currently do not own any real property.
selling stockholders.
TO BE REGISTERED
Common Stock
Our
The holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in all of our assets available for distribution to holdersshare. Currently, 51,988,237 shares of common stock upon liquidation, dissolution or winding upare outstanding.
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We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of Nevada for a more complete description of the rights and liabilities of holders of our securities.
Preferred Stock
The Company’s Articles of Incorporation authorize the issuance of 10,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by our Board of Directors. As of the date hereof there have been no shares of preferred stock designated. The following is a summary of the material rights and restrictions associated with our preferred stock. This description does not purport to be a complete description of all of the rights of our stockholders and is subject to, and qualified in its entirety by, the provisions of our most current Articles of Incorporation and Bylaws, which are included as exhibits to this Registration Statement.
Our Board of Directors is authorized to determine or alter any or all of the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of preferred stock and, within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares comprising any such series subsequent to the issue of shares of that series, to set the designation of any series, and to provide for rights and terms of redemption, conversion, dividends, voting rights, and liquidation preferences of the shares of any such series.
Anti-Takeover Provisions
Certain anti-takeover provisions in our Articles of Incorporation may make a change in control of the Company more difficult, even if a change in control would be beneficial to our stockholders. In particular, our board of directors will be able to issue a total of up to 10,000,000 shares of preferred stock with rights and privileges that might be senior to our Common Stock, without the consent of the holders of our Common Stock, and has the authority to determine the price, rights, preferences, privileges and restrictions of the preferred stock. Although the ability to issue preferred stock may provide us with flexibility in connection with possible acquisitions and other corporate purposes, this issuance may make it more difficult for a third - - party to acquire a majority of our outstanding voting stock.
Dividends
· | the transaction is approved by a majority of disinterested directors before the shareholder becomes an interested shareholder; |
· | the interested shareholder has owned at least 80% of the corporation's outstanding voting shares for at least five years preceding the announcement date of any such business combination; |
· | the interested shareholder is the beneficial owner of at least 90% of the outstanding voting shares of the corporation, exclusive of shares acquired directly from the corporation in a transaction not approved by a majority of the disinterested directors; or |
· | the consideration paid to the holders of the corporation's voting stock is at least equal to certain fair price criteria. |
· | Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt; |
· | Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities; |
· | Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value, and information regarding the limited market in penny stocks; and |
· | Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account. |
THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ TOGETHER WITH THE CONSOLIDATED FINANCIAL STATEMENTS OF APPIPHANY TECHNOLOGIES HOLDINGS CORP. AND THE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT ON FORM S-1. THIS DISCUSSION SUMMARIZES THE SIGNIFICANT FACTORS AFFECTING OUR OPERATING RESULTS, FINANCIAL CONDITIONS AND LIQUIDITY AND CASH-FLOW SINCE INCEPTION.
REGISTRANT
BUSINESS
Company's common stock. On January 24, 2016, we acquired certain assets and accounts from Media Convergence Group, LLC in exchange for 20,000,000 shares of the Company's common stock.
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Our target customers are consumers wishingemployee sentiment. This also allows them to purchase Apps fordetect phishing and affiliate scams, driving web traffic away from their Apple products,site and third-party commercial businesses wishingpotentially damaging their reputation.
Our founder and President, Jesse Keller, has an extensive technical background that he developed over the course of more than eleven years of experience working in the technology industry, specifically through his work in software development, web design, graphic design, web development and webmaster/customer service. Mr. Keller also has significant experience in search engine marketing, affiliate marketing, investor relations, public relations and strategic business planning after having successfully developed several business ventures. Jonas Klippenstein, as Vice President, supports Mr. Keller, and brings important executive and management experience andcreate major prospect entry point opportunities for supply chain product penetration. With a unique understanding of resource management pertaining to large collaborative projects mainly due to his experiences managing employees and budgets as President and Director of Highland Security Group Ltd. for the past 13 years. We anticipate that our eventual sales and development force will be composed of employees and independent contracto rs involved in computer software technology and Apple, Inc. technology fields that will enhance our corporate image, provide valuable insights into our merchandising, and heighten our understanding of our target market.
Products and Services
We provide many business-to-business services in addition to having ownscalable product line, in many different industries. Some of the services we provide include web design, application development/design, graphic design, hosting, marketing, new business consulting focused on technology implementation and advertising our clients’ products and services on our network of websites. Below is a short description of our current products and projects.
The Big White & Silver Star App
Wewill have developed and collaborated with the owners of The Big White Ski Resort and the Silver Star Ski Resort to create the Big White App and the Silver Star App for iPhone and iPod Touch users. Both Apps provide maps and live camera feeds to see current conditions and the maps work anywhere with pinch, zoom and pan through each map. The Apps are currently available for sale at iTunes for $0.99 each. We are currently in discussions with the marketing department for both resorts, and we are considering planning further development of the Apps.
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Police Notebook (PNB) App
The Police Notebook or PNB, as it is known in the policing industry, is a notebook designed to replace and improve the old paper products police officers are currently using. The mobile application version of the PNB has several improvements such as GPS location, photo attachments, tamper proof notations and instant email of reports. The PNB App is available for sale at iTunes for $2.99.
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The Penny Stock App
We were contracted to develop the Penny Stock App to provide the most advanced penny stock alert service in the world. The Penny Stock App is available in iTunes store for $1.99. The App was designed to bridge all types of investors to take advantage of increased trade volume of the featured stock. The App features dynamically generated stock data direct form the markets including the bid & ask, current price, percentage gain, volume, 6-month chart and more. For more information go to www.pennystockapp.com or follow them at Twiter.com/pennystockapp.
Student Notes App
Students can use the Study Notes application while they are in class to record important notes to use at a later time. The user will be able to enter notes with the keyboard on their phone, upload video or audio recordings. Automatically having the time and date entered by the application once the entry has been saved. Students will be able to browse the internet with the application giving the user the ability to upload pictures along side with notes. Users can purchase this App throughreact quickly to client needs and maximize available revenues.
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250hosting.com*beta
250 Hosting is a cpanel clustered server environment that allows us to resell hosting packages for an affordable price. The site was designed using WHMCS. WHMCS is an all-in-one client management, billing & support solution for online businesses. It handles everything from sign-up to termination, with automated billing, provisioning & management.eye. This is our Digital Forensic Marker™ for tagging product. Tagging typically occurs by incorporating particles containing a perfect complementsignature into a target substrate or product. The process for doing this will vary from material to any technologies company. For more information about 250 Hosting please visitmaterial. Location, detection, and signature match times can all be tailored to fit the web site: http://www.whmcs.com/.
MMA Animals
MMA Animals isapplication. We offer a fantasy based interactive cartoon/video game madeunique and varied blend of forensic code applications to fit our clients' needs for iPhone, iPod Touchencoding and iPad that will be specifically developed for sale in iTunes, the App Store and iBooks. MMA Animals is a blend between a video game and a video, where you watch a video for 5 minutes and then play a game and based on the results of the game, it takes you to the next sequence of video, seamlessly transitioning from game to show. The videos could be ready for the networks and provide a medium to promote sales of the interactive games/shows available to the iPhone, iPad and the MMA Animals web site. MMA Animals will be developed to acquire a large network deal for syndicated broadcast to the North American and eventually world markets. The ultimate goal is to create a MMA Animals feature film. We are in the predevelopment phase of our MMA Animals and we hope to offer MMA Animals Apps within the next year.
detecting.
The Artist that we have contracted to design the MMA Animals is best known for his 3D modeling. He has worked on projects like, “Dr. Seuss’ Horton Hears a Who!”, “Ice Age & Ice Age: The Melt Down”, and “Robots”, to name a few.
Growth Strategy
Our long-term goal is to continue to build our diversified technologies company with a broad portfolio of products and services that we will offer in multiple channels of online retail distribution through the following growth strategies:
Execute new initiatives.Along with our current products and services, we intend to seek opportunities that will diversify our technologies beyond web hosting and App development in order to reach a broader range of customers.
Expand upon our services and current client base.We will attempt to expand our current client base by providing top quality App development to our current clients, and hopefully receive good reviews and references within the App development field.
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Our Industry
The iPhone, manufactured and marketed by Apple, Inc., won invention of the year in 2007 from Time Magazine, and has since gone on to be purchased by more than 30 million users worldwide. Third-party Apps were launched in mid-2008 for use on the iPhone, and became available for purchase or free download from the Apple, Inc. App Store. These Apps have diverse functions, including games, reference, GPS navigation, social networking, and advertising for television shows, films, and celebrities. Since their release, the popularity of Apps used on the iPhone, iPod Touch, and iPad has grown to include over 130,000 different Apps and over 58 million App Store users. In the month of December 2009, App Store users downloaded over 280 million Apps, equating to over 250 million dollars in sales.
Appiphany’s team has been intrigued by the iPhone since its inception and has always been up to speed with the latest trends in App development for the iPhone, iPod Touch, and the new iPad. Whether by porting an existing App or developing one from scratch, we can help customers take advantage of a fast growing medium. We intend to focus our business on becoming one of the leading App development companies and capitalize on the astounding market created by Apple, Inc.
Competition
In general, the computer technology and software development industries are highly competitive, and especially so in the relatively new field of App development. Of the more than 130,000 Apps included in the App Store, there are over 28,000 developers. We believe that our success depends in large part upon our ability to anticipate, gauge and respond to changing consumer demands within this rapidly changing field. Competing developers may be able to engage in larger scale branding, advertising and developing activities more extensively than we can. Further, with sufficient financial backing, talented designers and developers can become competitors within several months of establishing a business. We compete primarily on the basis of design, development, quality, and service. Our business depends on our ability to shape and stimulate consumer tastes and demands by marketing innovative and exciting Apps, as well as on our ability to remain competitive in the areas of quality and price.
To become profitable and competitive, the Company must continue to develop, advance and distribute Appsour telephone number is 385-212-3305. Management believes that this space is sufficient for the iPhone, iPod Touch and iPad that can be sold commercially or in-house, and to design, develop, manufacture and sell accessories that are made for Apple’s iPod and iPhone. Our goal is to become a successful developer of Apps and App software and maintain a balanced company through streamlined web-based marketing and sales. To achieve this goal, management has prepared the following phases for its plan ofcarrying out operations for the next 12 months.
foreseeable future.
Phase 1 - Develop the Application Software and Products (6-8 months)
During the next 12 months, the Company will continue to develop its current Apps, design and develop additional Apps, and create and manufacture accessories to be used with the Apps that are compatible with the iPhone, iPod Touch and iPad. The Company currently has many additional projects underway at various stages of development related to App development and design, graphic design, web design, hosting, marketing, new business consulting focused on technology implementation, and advertising our clients’ products and services on our network of websites. Further, the Company intends to seek opportunities that will diversify our technologies beyond App development in order to reach a broader range of customers.
Management anticipates requiring approximately $20,000 on the design and development of the Company’s App software and products for the next 6 to 8 months. This amount will be available to us if we are able to sell 100% of the shares offered hereby. If we are able to sell only 50%, 25% or 10% of the shares offered, we will have approximately $12,750, $4,750 or $300, respectively, to allocate towards business development. If we are unable to raise the maximum amount from this offering, we will limit our business development to those Apps and products which we have already begun development on and to focus on marketing those Apps and products for sale.
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Phase 2 - Implement Marketing Strategy (4 to 6 months)
The Company plans to commence Phase 2 of its business plan, which will include an aggressive marketing campaign designed to increase consumer awareness of its products and services. Currently, the Company relies on word of mouth as its primary means of advertisement. We will rely on the quality Apps that we have developed and completed for our existing customers to create positive customer feedback, which could resonate to potential clients. We will also track sales and downloads of our completed Apps, and advertise their popularity to potential clients.
In Phase 2, the Company plans to (1) create a marketing strategy for the Company’s Apps and other products, and (2) implement its marketing strategy towards its target group of clients. We will attempt to acquire new customers through multiple channels, including traditional and online advertising because we believe that the use of multiple marketing channels reduces reliance on any one source of customers, maximizes brand awareness and promotes customer acquisition. The Company estimates that our expenses for phase 2 will be approximately $15,000 and expects it will take approximately nine months to complete the phase. If we are able to sell the maximum number of shares under this offering, we will be able to allocate $15,000 towards our marketing and advertising phase. If we are able to sell only 50%, 25% or 10% of the shares offered, we will have approximately $6,250, $3,000 or $300, respectively, to allocate towards phase 2.
Licensing
Because we are focusing our business on becoming a leading iPhone, iPod Touch, and iPad App developer using the new iPhone SDK (software development kit), it is imperative the abide by the licensing of Apple, Inc.
As of June, 2009, Appiphany Technologies Holdings Corp. entered into an iPhone Developer Program License Agreement (“Developer License”) with Apple, Inc. and became a registered Apple developer. The Developer License allows the Company to use Apple, Inc.’s software to develop, debug, and distribute commercial Apps in the iTunes store for a term of one year.
In September 2009, Appiphany finalized a Made for iPod contract and license agreement with Apple, Inc. (the “MFi License”) to design, develop, manufacture and sell accessories that are made for Apple’s iPod and iPhone. The MFi License allows our Company to develop electronic accessories that connect to both the iPod and iPhone, which gives our Company access to technical documentation, hardware components, technical support and certification logos.
Legal Proceedings
Government Regulation
Fiscal Year 2016 | High | Low | ||||||
First Quarter (May 1, 2015 – Jul. 31, 2015) | 0.025 | 0.0041 | ||||||
Second Quarter (Aug. 1, 2015 – Oct. 31, 2015) | 0.01 | 0.0031 | ||||||
Third Quarter (Nov. 1, 2015 – Jan. 31, 2016) | 0.064 | 0.0035 | ||||||
Fourth Quarter (Feb. 1, 2016 – Apr. 30, 2016) | 0.0351 | 0.009 |
Fiscal Year 2015 | High | Low | ||||||
First Quarter (May 1, 2014 – Jul. 31, 2014) | 3.78 | 0.24 | ||||||
Second Quarter (Aug. 1, 2014 – Oct. 31, 2014) | 0.96 | 0.22 | ||||||
Third Quarter (Nov. 1, 2014 – Jan. 31, 2015) | 0.28 | 0.02 | ||||||
Fourth Quarter (Feb. 1, 2015 – Apr. 30, 2015) | 0.25 | 0.0032 |
Employees
We have four full-time employees, including our two officers, and one part-time employees. We believe we have a good working relationship with our employees, which are not represented by a collective bargaining organization. We also use third-party consultants to assistcommon stock will be paid in the completionfuture.
the stock option plan.
MANAGEMENT DISCUSSION AND ANALYSIS
THE FOLLOWING
OPERATION
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OVERVIEW
We are a diversified technology company whose primary business is centered on creatingYou should read the following discussion of our financial condition and developing Apps for customersresults of operations in conjunction with financial statements and third-party businesses utilizing Apps designed for the iPhone, iPod Touch,notes thereto included elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and iPad manufactured and marketed by Apple, Inc. We have designed and developed a variety of Apps that are currently available for purchase through Apple, Inc., and we arebeliefs. Our actual results could differ materially from those discussed in the processforward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in the section labeled "Risk Factors."
The relatively new field of App development is a fiercely competitive industry due to rapid changesare prepared in technology, products, services, customer requirements and operating standards. We must continually improve the performance, features and reliability of our App software, particularly in response to our competition. Our success will depend, in part, on our ability to enhance our existing products and services, develop new products, services and technologies that address the increasingly sophisticated and varied needs of our target markets, and respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis.
We remainaccordance with United States Generally Accepted Accounting Principles.
Management focuses on a wide variety of financial measurements to assess our financial health and prospects but principally upon (1) revenues generated from advertising and sales of our current products and services, (2) operating expenses, (3) current assets, especially cash and cash equivalents, used to fund operating losses thus far incurred, and (4) current liabilities.
RESULTS OF OPERATIONS
Results of Operations
For the period ended October 31, 2010, the Company earned $4,031 of revenues from advertising and incurred $76,028 of operating expenses, which included $40,391 in professional fees relating to audit, accounting, and legal fees incurred with respect to the S-1 reporting and$ 126 for the recapitalization transaction, $5,833year ended April 30, 2015. The increase in total assets is largely due to an overall increase in accounts receivable for amounts receivable from clients for operating activities.
During the period from inception to October 31, 2010, the Company earned $4,031 of revenues and incurred $143,530 of operating expenses including $49,588 of professional fees relating to accounting and legal fees incurred with the incorporation of the Company and drafting of agreements, $63,963 of general and administrative expenses, $10,000 of consulting fees, and $19,820 of payroll and salaries.
LIQUIDITY AND CAPITAL RESOURCES
As at October 31, 2010,April 30, 2016, the Company had assetstotal liabilities of $5,183$477,202 compared with assetstotal liabilities of $17,305$586,807 as at April 30, 2010. Assets at October 31, 2010 are comprised2015. The decrease in total liabilities was attributed to a decrease of cash$217,789 in derivative liability, which was offset by an increase of $3,537$71,344 in accounts payable and computer hardwareaccrued liabilities, $34,202 in amounts due to related parties, and $4,616 in notes payable.
As at October 31, 2010,2016, the Company had a working capital deficit of $121,144$475,875 compared with a deficit$ 586,681 as of $47,501 at April 30, 2010.2015. The increasedecrease in the working capital deficit iswas largely attributed increasesto a decrease in the derivative liability relating to the fair value of the conversion feature of the convertible debenture, which was offset by an increase in accounts payable of $25,548 due to working capital expenditures which remain unpaid due to the lack of sufficientlimited cash flow inavailable within the Company $27,123 ofto repay outstanding notes payable relating to financing for the Company’s general operationsobligations as well as increase of $7,204 of expenditures from related parties.
they became due.
Year End April 31, | ||||||||
2016 | 2015 | |||||||
Current Assets | $ | 1,327 | $ | 126 | ||||
Current Liabilities | 477,202 | 586,807 | ||||||
Working Capital Deficiency | $ | (475,875 | ) | $ | (586,681 | ) |
Year End April 31, | ||||||||
2016 | 2015 | |||||||
Net cash used in Operating Activities | $ | (9,377 | ) | $ | (61,645 | ) | ||
Net cash used in Investing Activities | - | - | ||||||
Net cash provided by Financing Activities | 9,700 | 56,443 | ||||||
Net increase (decrease) in Cash during the Period | 323 | (5,202 | ) |
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Cashflows from Investing Activities
During the period ended October 31, 2010,2016, the Company used proceedsrecorded a loss per share of $1,805$0.01 per share compared with a loss per share of $1.00 per share for investing activities as compared to $nil during the periodyear ended April 30, 2010. The increase in cash from investing activities is attributed to the purchase of computer hardware of $1,805.
Cashflows from Financing Activities
During the period ended October 31, 2010, the Company received proceeds of $27,123 from financing activities as compared to $20,001 for the period ended April 30, 2010. The proceeds received during the period ended October 31, 2010 were attributed to issuances of notes payable, where the amounts are unsecured, due interest at 10% per annum, and due on demand. During the period ended April 30, 2010, the proceeds received were attributed from the issuance of 400,000 common shares at $0.05 per common share.
As at October 31, 2010, the Company has a going concern assumption as the Company has not earned significant revenues, has no certainty of earning revenues in the future, and has incurred a net loss of $139,499 since inception.
The Company may require additional financing to continue operations–either from management, existing shareholders, or new shareholders through equity financing. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The 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.
We anticipate that our current cash and cash equivalents, anticipated cash flow from operations and the proceeds from the sale of the maximum amount of shares being offered hereunder will only be sufficient to meet our anticipated cash needs for the next 8-10 months. If we are able to sell only 50%, 25% or 10% of our offered shares, we anticipate that we will only be able to meet our anticipated cash needs for the next 4-5 months, 2-3 months, or 0-2 months, respectively.
We estimate that our maximum amount of expenses over the next 10-12 months will be approximately $215,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise additional capital from shareholders or other sources. Some of these estimates will be paid for out of the proceeds of this offering, assuming we are successful in raising any such proceeds. However, we will not use our offering proceeds to repay the notes payable or related party obligations. We intend to repay these financial obligations from the amount of cash we have on hand, any additional financing we may receive and our anticipated future revenues. The notes payable are due on the earlier of: i) the one year anniversary of the loan date or ii) when the company completes an offering under Regulation D, Regulation S or Section 4(2) of the Securities Act of 1933. The Company will have to generate sufficient revenues before it can repay its relate d party obligations. Any repayment prior to the Company generating sufficient revenue to do so would have a significant negative impact on the Company's ability to initiate its business plan.
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The foregoing chart sets forth estimates of the Company’s total maximum operational expenses for the initial 12 month period following effectiveness of this offering. The amounts are not limited to proceeds received under this offering, if any, and therefore in order to reach our targets, we will need additional funds in the form of financing or revenues.
To date, we have designed and developed a variety of Apps that are currently available for purchase through Apple, Inc., and we are in the process of developing additional Apps and products. Our current products, services and projects are described in further detail in the section of this prospectus titled “DESCRIPTION OF OUR BUSINESS”, under “Products and Services” starting on page 23. Over the next 12 months, we intend to continue developing and marketing our Apps. Some of our Apps are already commercially marketed and sold through the itunes store and it is our intention to offer more as we design and develop them. We have already begun generating revenues from the sale of our Apps and from allowing some of our clients to advertise on our network of websites, and we intend to continue generating such revenues over the next 12 months.
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2015.
resources that are material to stockholders.
Changes In
exploration activities.
Since inception, we have had no changes in or disagreements with our accountants. Our audited financial statements have been included in this Prospectus in reliance upon M&K CPAs, PLLC, Independent Registered Public Accounting Firm, as experts in accounting and auditing.
Recently Issued
In March 2010,Policies Basis Of Presentation
In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Updateequity instruments are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.
In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.
In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.
In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements.
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In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements.
In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidanceconsideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to Advisory Board members and the cost of the services received as consideration are measured and recognized based on howthe fair value of the equity instruments issued.
In October 2009, the FASB issued an amendment to the accounting standardsand its independent auditing accountant had disagreements related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.
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
disclosure.
Name | Age | Position with the Company | Since |
Rob Sargent | 58 | President, CEO, CFO, Treasurer & Secretary and Director | (1) |
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Jesse Keller - Mr. Keller has an extensive background in sales and marketing for various industries. His introduction to online marketing and sales began in 1998 when he helped develop and sell turnkey software solutions to companies and private individuals looking to invest in the industry. This allowed him to develop advanced technical knowledge which he has parlayed into several successful business ventures to date. In 2001, Mr. Keller relocated to San Jose, Costa Rica to pursue a marketing manager / software development position. Then in 2003, Mr. Keller founded a media investor relations company. From 2001 through 2004, Mr. Keller served as President and Director of Can West Media, Inc., an online marketing and consulting company that works with companies around the world and whose services include search engine marketing, affiliate marketing, web design, graphic design and webmaster/customer service. From 2004 through 2009, Mr. Keller held the positions of President and Director of 250media.com, which provides investor relations services to low to mid-cap public companies including public relations services, investor relations, visual communications, web development, brand design, brochure and business collateral production. Mr. Keller was appointed as Director of the Company becauseon October 13, 2014.
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Jonas Klippenstein – From 1997 to 2010, Mr. Klippenstein has been the President and Director of Highland Security Group Ltd where he has managed hundreds of employees and managed hundreds of thousands of dollars of budgets per year .. Jonasnor promoter or significant employee has been involved in startup corporations since 1992 where he workedthe last ten years in any of the following:
· | Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
· | Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offense); |
· | Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; |
· | Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
· | Having any government agency, administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity; |
· | Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity; and/or |
· | Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity. |
Ethics
EXECUTIVE COMPENSATION
Summary Compensation Table
Name and Principal Position | Title | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All other compensation ($) | Total |
(a) |
| (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
Jesse Keller (1) | President, CEO, CFO, Treasurer and Director | 2010 | $-- | $2,000(3) | - -0- | - -0- | - -0- | - -0- | - -0- | $-- |
Jonas Klippenstein(2) | Secretary and Director | 2010 | $-- | $2,000(3) | - -0- | - -0- | - -0- | - -0- | - -0- | $-- |
Notes to Summary Compensation Table:
(1)
Mr. Keller, the President, CEO, CFO, Treasurer and Director of the Company, currently has committed to devote 10 – 25 hours per week providing management services to us. He has agreed to work with no cash remuneration until such time as the Company receives sufficient revenues necessary to provide management salaries. Once the Company is able to provide Mr. Keller with a management salary, he intends to commit a minimum of 40 hours per week to the Company. Mr. Keller currently devotes time to other projects outside of the Company, including providing artistic design services to clients around the world.
(2)
Mr. Klippenstein, the Secretary and Director of the Company, currently has committed to devote 10 - 20 hours per week providing management services to us. He has agreed to work with no cash remuneration until such time as the Company receives sufficient revenues necessary to provide management salaries. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be. Once the Company is able to provide Mr. Klippenstein with a management salary, he intends to commit a minimum of 40 hours per week to the Company. Outside of the Company, Mr. Klippenstein currently works as a Security Consultant to multiple security companies.
(3)
The stock awards to Mr. Keller and Mr. Klippenstein were issued beginning February 25, 2010 for management services rendered in connection with the formation of the Company. This dollar estimate is based on the grant date aggregate fair value at the close of business in accordance with FASB ASC Topic 718.
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.
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Outstanding Equity Awards since Inception:
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| Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
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| Option Expiration Date |
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| Market Value of Shares or Units of Stock that have not Vested ($) |
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| Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested ($) |
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| Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) |
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Long-Term Incentive Plans
We currently have no Long-Term Incentive Plans.
Director Compensation
None.
Security Holders Recommendations to Board of Directors
Shareholders can direct communications to our Chief Executive Officer, Jesse Keller, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to individually respond to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with the SEC so that all shareholders have access to information about us at the same time. Mr. Keller collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties unless the communication is clearly frivolous.
CODE OF ETHICS
Effective as of the date hereof, theOur Board of Directors has not adopted a code of ethics due to the fact that we presently only have one director who also serves as the sole executive officer of the Company and the Board of Directors chose not to reduce to writing standards designed to deter wrongdoing and promote honest and ethical conduct. The Board of Directors believes that the Company's small size and the limited number of personnel who are responsible for its operations make a formal Code of Ethics forunnecessary. We anticipate that we will adopt a code of ethics when we increase either the number of our directors and officers or the number of our employees.
persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended April 30, 2016, Forms 5 and any amendments thereto furnished to us with respect to the year ended April 30, 2016 and the representations made by the reporting persons to us, we believe that during the year ended April 30, 2016, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Name and Principal Position | Fiscal Year Ended 4/30 | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
Jesse Keller (1) Former President, CEO, CFO, Director, Secretary and Treasurer | 2015 | 27,065 | -0- | -0- | -0- | -0- | -0- | -0- | 27,065 |
2016 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |
Rob Sargent (2) President, CEO, CFO, Director, Secretary and Treasurer | 2015 | -0- | -0- | 97,500 | -0- | -0- | -0- | -0- | 97,500 |
2016 | -0- | -0- | 100,000 | -0- | -0- | -0- | -0- | 100,000 |
Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Not exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | ||||||||||||||||||||||||||||
Rob Sargent | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
30
Title of class |
| Name and address of beneficial owner |
| Amount and Nature of Beneficial Ownership |
| Percentage of Common Stock(1) |
Common Stock |
| Jesse Keller 403-1630 Pandosy St. Kelowna, BC Canada V1Y 1P7 |
| 2,500,000 |
| 42.37% |
|
|
|
|
|
|
|
Common Stock |
| Jonas Klippenstein 403-1630 Pandosy St. Kelowna, BC Canada V1Y 1P7 |
| 2,500,000 |
| 42.37% |
|
|
|
|
|
|
|
|
| All Officers and Directors as a group (total of 2) |
| 5,000,000 |
| 84.75% |
|
|
|
|
|
|
|
Common Stock |
| Garth Roy 403-1630 Pandosy St. Kelowna, BC Canada V1Y 1P7 |
| 500,000 |
| 8.47% |
(1)
Under Rule 13d-3 promulgated under the Exchange Act, a beneficial owner
Name and Address of Beneficial Owner | Title of Class | Amount and Nature of Beneficial Ownership (1) (#) | Percent of Class (2) (%) | ||||||
Media Convergence Group, LLC (3) 1951 Logan Ave Salt Lake City UT | Common | 20,000,000 | 38.47 | % | |||||
All Officers and Directors as a Group (1 Person) | Common | 20,000,000 | 38.47 | % |
Name and Address of Beneficial Owner | Title of Class | Amount and Nature of Beneficial Ownership (1) (#) | Percent of Class (2) (%) | ||||||
Rob Sargent (4) 1951 Logan Ave Salt Lake City UT | Common | 30,375,000 | 58.43 | % | |||||
All Officers and Directors as a Group (1 Person) | Common | 30,375,000 | 58.43 | % |
(1) | The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table. |
(2) | Based on 51,988,237 shares of common stock issued and outstanding as of December 7, 2016. |
(3) | Rob Sargent, the Company's President CEO, CFO, Secretary, Treasurer, and Director is the sole owner of Media Convergence Group, LLC. |
(4) | Rob Sargent is the Company's President CEO, CFO, Secretary, Treasurer, and Director. His beneficial ownership includes 10,375,000 common shares issued to him personally and 20,000,000 common shares legally owned by Media Convergence Group, LLC, of which Mr. Sargent is the sole owner. |
We are not aware of any arrangementsCompany's securities that couldwould result in a change in control of control.
the Company.
CERTAIN RELATIONSHIPS AND
PERSONS
Since our inception we have not had any transactions
· | Disclosing such transactions in reports where required; |
· | Disclosing in any and all filings with the SEC, where required; |
· | Obtaining disinterested directors consent; and |
· | Obtaining shareholder consent where required. |
LEGAL MATTERS
The validityissuance and distribution of the common shares soldbeing offered by us under this prospectus willProspectus. Items marked with an asterisk (*) represent estimated expenses. We have agreed to pay all the costs and expenses of this offering except the Dorado has agreed to pay the legal fees associated with the preparation of this registration statement.
Item | Amount | |||
SEC Registration Fee | $ | 17 | ||
Legal Fees and Expenses* | $ | 20,000 | ||
Accounting Fees and Expenses* | $ | 12,500 | ||
Miscellaneous* | $ | 5,000 | ||
Total* | $ | 37,517 |
EXPERTS
M&K CPAs, PLLC, our independent registered public accountant, has audited our financial statements included in this prospectus and registration statementor not opposed to the extentbest interests of the corporation, and, for the periods set forth in their audit report. M&K CPAs, PLLC has presented its report with respect to our audited financial statements.
COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Our Articles of IncorporationBylaws provide that wethe Registrant shall indemnify ourits directors and officers to the fullest extent permitted by Nevada law and that none of our directors will be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:
law.
·
for any breach of the director’s duty of loyalty to the Company or its stockholders;
·
for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law;
·
under Nevada General Corporation Law for the unlawful payment of dividends; or
·
for any transaction from which the director derives an improper personal benefit.
31
These provisions require us to indemnify our directors and officers unless restricted by Nevada law and eliminate our rights and those of our stockholders to recover monetary damages from a director for breach of his fiduciary duty of care as a director except in the situations described above. The limitations summarized above, however, do not affect our ability or that of our stockholders to seek non-monetary remedies, such as an injunction or rescission, against a director for breach of his fiduciary duty.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant
In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the common shares being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus,
· | We are not a blank check company; |
· | Sales were made to non-United States persons; or |
· | As to sales to United States persons: (i) sales were not made by general solicitation or advertising; (ii) all certificates had restrictive legends or an exemption; (iii) sales were made to persons with a pre-existing relationship to our directors or executive officers; and/or (iv) sales were made to investors who represented that they were accredited investors. |
· | Access to all our books and records. |
· | Access to all material contracts and documents relating to our operations. |
· | The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access. Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. |
July 31, 2016 $ | April 30, 2016 $ | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash | 61,448 | 323 | ||||||
Accounts receivable | 8,623 | 1,004 | ||||||
Total Assets | 70,071 | 1,327 | ||||||
LIABILITIES | ||||||||
Current Liabilities | ||||||||
Accounts payable and accrued liabilities | 210,298 | 195,999 | ||||||
Due to related parties | 34,528 | 62,486 | ||||||
Convertible debenture, net of unamortized discount of $91,573 and $6,982, respectively | 126,094 | 73,905 | ||||||
Notes payable | 14,616 | 4,616 | ||||||
Derivative liability | 360,746 | 140,196 | ||||||
Total Liabilities | 746,282 | 477,202 | ||||||
STOCKHOLDERS' 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: 250,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 39,772,124 and 33,798,502 common shares, respectively | 39,772 | 33,799 | ||||||
Additional paid-in capital | 1,402,709 | 1,281,817 | ||||||
Accumulated deficit | (2,118,692 | ) | (1,791,491 | ) | ||||
Total Stockholders' Deficit | (676,211 | ) | (475,875 | ) | ||||
Total Liabilities and Stockholders' Deficit | 70,071 | 1,327 | ||||||
these condensed consolidated financial statements.
32
APPIPHANY TECHNOLOGIES HOLDINGS CORP.
(A Development Stage Company)
Consolidated Financial Statements
For the Periods Ended October 31, 2010 (unaudited) and April 30, 2010
Consolidated Balance Sheets (unaudited)
F-2
F-3
For the three months ended July 31, 2016 $ | For the three months ended July 31, 2015 $ | |||||||
Revenues | 11,567 | – | ||||||
Cost of goods sold | 5,667 | – | ||||||
Gross profit | 5,900 | – | ||||||
Operating Expenses | ||||||||
Consulting fees | 45,500 | – | ||||||
General and administrative | 13,648 | (1,661 | ) | |||||
Professional fees | 27,684 | 12,299 | ||||||
Total Operating Expenses | 86,832 | 10,638 | ||||||
Net loss before other income (expense) | (80,932 | ) | (10,638 | ) | ||||
Other Income (Expense) | ||||||||
Interest expense | (4,385 | ) | (10,339 | ) | ||||
Gain (loss) on change in fair value of derivative liability | (237,379 | ) | 199,600 | |||||
Loss on extinguishment of debt | (4,505 | ) | – | |||||
Total Other Income (Expense) | (246,269 | ) | 189,261 | |||||
Net Income (Loss) | (327,201 | ) | 178,623 | |||||
Net Income (Loss) Per Share, Basic | (0.01 | ) | 0.10 | |||||
Net Income (Loss) Per Share, Diluted | (0.01 | ) | 0.00 | |||||
Weighted Average Shares Outstanding – Basic | 35,949,635 | 1,856,671 | ||||||
Weighted Average Shares Outstanding –Diluted | 35,949,635 | 46,332,464 |
F-4
Consolidated StatementsCashflow
For the three months ended July 31, 2016 $ | For the three months ended July 31, 2015 $ | |||||||
Operating Activities | ||||||||
Net income (loss) | (327,201 | ) | 178,623 | |||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Amortization of discount on convertible debt payable | 677 | 6,982 | ||||||
Loss on extinguishment of debt | 4,505 | 126 | ||||||
Loss (gain) on change in fair value of derivative liability | 237,379 | (199,600 | ) | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (7,619 | ) | – | |||||
Accounts payable and accrued liabilities | 25,540 | 12,218 | ||||||
Net Cash Used In Operating Activities | (66,719 | (1,651 | ) | |||||
Financing Activities | ||||||||
Proceeds from convertible debenture | 145,000 | – | ||||||
Proceeds from notes payable | 10,000 | – | ||||||
Proceeds from related party | – | 1,651 | ||||||
Repayment to related party | (27,156 | ) | – | |||||
Net Cash Provided by Financing Activities | 127,844 | 1,651 | ||||||
Increase in Cash | 61,125 | – | ||||||
Cash – Beginning of Period | 323 | – | ||||||
Cash – End of Period | 61,448 | – | ||||||
Supplemental Disclosures | ||||||||
Interest paid | – | – | ||||||
Income tax paid | – | – | ||||||
Non-cash investing and financing activities | ||||||||
Common stock issued for conversion of convertible debentures | 126,865 | – | ||||||
Debt discount on convertible notes and debt issuance costs | 92,250 | – |
F-5
these consolidated financial statements.
F-6
F-1
APPIPHANY TECHNOLOGIES HOLDING CORP.
(A Development Stage Company)
Consolidated Balance Sheets
(Unaudited)
| October 31, 2010 $ | April 30, 2010 $ |
|
|
|
ASSETS |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash | 3,537 | 17,305 |
|
|
|
Total Current Assets | 3,537 | 17,305 |
|
|
|
Property and Equipment | 1,646 | – |
|
|
|
| 5,183 | 17,305 |
|
|
|
LIABILITIES |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts payable and accrued liabilities | 25,548 | – |
Notes payable | 27,123 | – |
Due to related parties | 72,010 | 64,806 |
|
|
|
Total Liabilities | 124,681 | 64,806 |
|
|
|
STOCKHOLDERS’ 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: 250,000,000 common shares with a par value of $0.001 per share |
|
|
Issued and outstanding: 5,900,000 common shares | 5,900 | 5,900 |
|
|
|
Additional Paid-In Capital | 14,101 | 14,101 |
|
|
|
Accumulated Deficit during the Development Stage | (139,499) | (67,502) |
|
|
|
Total Stockholders’ Deficit | (119,498) | (47,501) |
|
|
|
Total Liabilities and Stockholders’ Deficit | 5,183 | 17,305 |
F-2
APPIPHANY TECHNOLOGIES HOLDING CORP.
(A Development Stage Company)
Consolidated Statements of Operations
(Expressed in US dollars)
(unaudited)
|
| For the three months ended October 31, 2010 $ |
| For the three months ended October 31, 2009 $ |
| For the six months ended October 31, 2010 $ |
| For the Period from June 4, 2009 (Date of Inception) to October 31, 2009 $ |
| Accumulated from June 4, 2009 (Date of Inception) to October 31, 2010 $ |
| ||||||||||
Revenues |
| 1,956 |
| – |
| 4,031 |
| – |
| 4,031 |
|
|
|
|
|
|
|
|
|
|
|
|
| 1,956 |
| – |
| 4,031 |
| – |
| 4,031 |
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting Fees |
| 10,000 |
| – |
| 10,000 |
| – |
| 10,000 |
Depreciation |
| 150 |
| – |
| 159 |
| – |
| 159 |
General and Administrative |
| 9,427 |
| 9,737 |
| 19,645 |
| 14,324 |
| 63,963 |
Professional Fees |
| 20,891 |
| – |
| 40,391 |
| 1,000 |
| 49,588 |
Wages and salaries |
| 3,223 |
| 3,998 |
| 5,833 |
| 3,998 |
| 19,820 |
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses |
| 43,691 |
| (13,735) |
| 76,028 |
| (19,322) |
| 143,530 |
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
| (41,735) |
| (13,735) |
| (71,997) |
| (19,322) |
| (139,499) |
Net Loss per Share – Basic and Diluted |
| (0.01) |
| – |
| (0.01) |
| – |
|
|
Weighted Average Shares Outstanding – Basic and Diluted |
| 5,900,000 |
| 5,500,000 |
| 5,900,000 |
| 5,500,000 |
|
|
F-3
APPIPHANY TECHNOLOGIES HOLDINGS CORP.
(A Development Stage Company)
Consolidated Statements of Cashflow
(Expressed in US dollars)
(unaudited)
| For the six months ended October 31, 2010 $ | For the Period from June 4, 2009 (Date of Inception) to October 31, 2009 $ | Accumulated from June 4, 2009 (Date of Inception) to October 31, 2010 $ |
|
|
|
|
Operating Activities |
|
|
|
|
|
|
|
Net loss for the period | (71,997) | (19,322) | (139,499) |
|
|
|
|
Items not involving cash |
|
|
|
|
|
|
|
Depreciation | 159 | – | 159 |
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
Accounts payable and accrued liabilities | 25,548 | – | 25,548 |
Due to related parties | 7,204 | 20,264 | 72,010 |
|
|
|
|
Net Cash Provided By (Used In) Operating Activities | (39,086) | 942 | (41,782) |
|
|
|
|
Investing Activities |
|
|
|
|
|
|
|
Purchase of property and equipment | (1,805) | – | (1,805) |
|
|
|
|
Net Cash Provided by Investing Activities | (1,805) | – | (1,805) |
|
|
|
|
Financing Activities |
|
|
|
|
|
|
|
Proceeds from issuance of common shares | – | – | 20,001 |
Proceeds from notes payable | 27,123 | 1 | 27,123 |
|
|
|
|
Net Cash Provided by Financing Activities | 27,123 | 1 | 47,124 |
|
|
|
|
Increase in Cash | (13,768) | 943 | 3,537 |
|
|
|
|
Cash – Beginning of Period | 17,305 | – | – |
|
|
|
|
Cash – End of Period | 3,537 | 943 | 3,537 |
|
|
|
|
|
|
|
|
Supplemental Disclosures |
|
|
|
|
|
|
|
Interest paid | – | – | – |
Income tax paid | – | – | – |
|
|
|
|
Non-cash investing and financing activities |
|
|
|
|
|
|
|
Shares issued for founders shares | – | 5,500 | 5,500 |
|
|
|
|
F-4
APPIPHANY TECHNOLOGIES HOLDINGS CORP.
(A Development Stage Company)
Consolidated Statement of Stockholders’ Deficit
From June 4, 2009 (Date of Inception) to Octoberfor the Quarter Ended July 31, 2010
(Expressed in US dollars)
2016
| Common Stock |
| Additional |
| Accumulated |
|
| |||||||||||||||
| Shares |
| Par Value |
| Paid-In Capital |
| Deficit |
| Total | |||||||||||||
| # |
| $ |
| $ |
| $ |
| $ | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||
Balance – June 4, 2009 (Date of Inception) |
|
|
|
|
|
|
|
|
| |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||
Founders shares at $0.001 per share | 5,500,000 |
| 5,500 |
| (5,500) |
| – |
| – | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||
Common stock issued for cash at $0.05 per share | 400,000 |
| 400 |
| 19,601 |
| – |
| 20,001 | |||||||||||||
|
|
|
|
|
|
| – |
|
| |||||||||||||
Net loss for the period | – |
| – |
| – |
| (67,502) |
| (67,502) | |||||||||||||
| – |
| – |
|
|
|
|
|
| |||||||||||||
Balance – April 30, 2010 | 5,900,000 |
| 5,900 |
| 14,101 |
| (67,502) |
| (47,501) | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net loss for the period | – |
| – |
| – |
| (71,997) |
| (71,997) | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||
Balance – October 31, 2010 | 5,900,000 |
| 5,900 |
| 14,101 |
| (139,499) |
| (119,498) |
F-5
APPIPHANY TECHNOLOGIES HOLDINGS CORP.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
1.
Nature of Operations and Continuance of Business
The Company
providing online fraud protection services.
a)
b)
c)
F-6
APPIPHANY TECHNOLOGIES HOLDINGS CORP.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
2.
Summary of Significant Accounting Policies (continued)
d)
Cash Equivalents
As at July 31 and April 30, 2016, the Company had no items representing cash equivalents.
e)
Expected Volatility | Risk-free Interest Rate | Expected Dividend Yield | Expected Life (in years) | |
December 17, 2013 convertible debenture: | ||||
As at April 30, 2016 (mark to market) | 366% | 0.56% | 0% | 1.00 |
As at May 17, 2016 (date of exchange) | 433% | 0.58% | 0% | 0.84 |
May 21, 2014 convertible debenture: | ||||
As at April 30, 2016 (mark to market) | 312% | 0.56% | 0% | 0.83 |
As at June 13, 2016 (date of conversion) | 485% | 0.40% | 0% | 0.71 |
As at July 31, 2016 (mark to market) | 468% | 0.38% | 0% | 0.58 |
May 23, 2014 convertible debenture: | ||||
As at April 30, 2016 (mark to market) | 111% | 0.56% | 0% | 0.06 |
As at July 31, 2016 (mark to market) | 472% | 0.50% | 0% | 0.81 |
May 17, 2016 convertible debenture for $10,000: | ||||
As at May 17, 2016 (date note became convertible) | 467% | 0.58% | 0% | 1.00 |
As at June 28, 2016 (date of conversion) | 490% | 0.35% | 0% | 0.88 |
As at July 27, 2016 (date of conversion) | 508% | 0.40% | 0% | 0.81 |
As at July 31, 2016 (mark to market) | 513% | 0.38% | 0% | 0.79 |
May 17, 2016 convertible debenture for $33,000: | ||||
As at May 17, 2016 (issuance date) | 476% | 0.58% | 0% | 1.00 |
As at July 31, 2016 (mark to market) | 458% | 0.50% | 0% | 0.79 |
July 21, 2016 convertible debenture: | ||||
As at July 21, 2016 (issuance date) | 470% | 0.54% | 0% | 0.75 |
As at July 31, 2016 (mark to market) | 481% | 0.50% | 0% | 0.72 |
Balance, April 30, 2016 | $ | 140,196 | ||
New issuances | 925,403 | |||
Debt discounts | 78,500 | |||
Adjustment for conversion | (111,468 | ) | ||
Mark to market adjustment at July 31, 2016 | (671,885 | ) | ||
Balance, July 31, 2016 | $ | 360,746 |
April 30, 2016 $ | April 30, 2015 $ | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash | 323 | – | ||||||
Accounts receivable | 1,004 | – | ||||||
Prepaid expense | – | 126 | ||||||
Total Assets | 1,327 | 126 | ||||||
LIABILITIES | ||||||||
Current Liabilities | ||||||||
Accounts payable and accrued liabilities | 195,999 | 124,655 | ||||||
Due to related parties | 62,486 | 28,284 | ||||||
Convertible debenture, net of unamortized discount of $nil and $6,982, respectively | 73,905 | 75,883 | ||||||
Notes payable | 4,616 | – | ||||||
Derivative liability | 140,196 | 357,985 | ||||||
Total Liabilities | 477,202 | 586,807 | ||||||
STOCKHOLDERS' 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: 250,000,000 common shares with a par value of $0.001 per share | ||||||||
Issued and outstanding: 33,798,502 and 1,856,671 common shares, respectively | 33,799 | 1,857 | ||||||
Additional paid-in capital | 1,281,817 | 1,077,315 | ||||||
Accumulated deficit | (1,791,491 | ) | (1,665,853 | ) | ||||
Total Stockholders' Deficit | (475,875 | ) | (586,681 | ) | ||||
Total Liabilities and Stockholders' Deficit | 1,327 | 126 | ||||||
Year ended April 30, 2016 $ | Year ended April 30, 2015 $ | |||||||
Revenues | 904 | 258 | ||||||
Operating Expenses | ||||||||
General and administrative | 16,722 | 56,560 | ||||||
Management fees | 100,000 | 124,565 | ||||||
Professional fees | 80,489 | 52,649 | ||||||
Total Operating Expenses | 197,211 | 233,774 | ||||||
Net loss before other income (expenses) | (196,307 | ) | (233,516 | |||||
Other Income (Expenses) | ||||||||
Interest expense | (19,655 | ) | (133,146 | ) | ||||
Gain (Loss) on change in fair value of derivative liability | 90,324 | (431,203 | ) | |||||
Total Other Income (Expenses) | 70,669 | (564,349 | ) | |||||
Net Loss | (125,638 | ) | (797,865 | ) | ||||
Net Loss Per Share, Basic and Diluted | (0.01 | ) | (1.00 | ) | ||||
Weighted Average Shares Outstanding – Basic and Diluted | 12,604,626 | 802,446 | ||||||
Additional | ||||||||||||||||||||
Common Stock | Paid-in | Accumulated | ||||||||||||||||||
Shares | Par Value | Capital | Deficit | Total | ||||||||||||||||
# | $ | $ | $ | $ | ||||||||||||||||
Balance – April 30, 2014 | 111,145 | 111 | 598,557 | (867,988 | ) | (269,320 | ) | |||||||||||||
Shares issued upon conversion of notes payable | 1,370,526 | 1,371 | 302,798 | – | 304,169 | |||||||||||||||
Shares issued for management fees | 375,000 | 375 | 97,125 | – | 97,500 | |||||||||||||||
Forgiveness of debt | – | – | 78,835 | – | 78,835 | |||||||||||||||
Net loss for the year | – | – | – | (797,865 | ) | (797,865 | ) | |||||||||||||
Balance – April 30, 2015 | 1,856,671 | 1,857 | 1,077,315 | (1,665,853 | ) | (586,681 | ) | |||||||||||||
Shares issued upon conversion of notes | 1,941,831 | 1,942 | 134,502 | – | 136,444 | |||||||||||||||
Shares issued for management fees | 10,000,000 | 10,000 | 90,000 | – | 100,000 | |||||||||||||||
Shares issued for acquisition of licenses | 20,000,000 | 20,000 | (20,000 | ) | – | – | ||||||||||||||
Net loss for the year | – | – | – | (125,638 | ) | (125,638 | ) | |||||||||||||
Balance – April 30, 2016 | 33,798,502 | 33,799 | 1,281,817 | (1,791,491 | ) | (475,875 | ) |
Year ended April 30, 2016 $ | Year ended April 30, 2015 $ | |||||||
Operating Activities | ||||||||
Net loss | (125,638 | ) | (797,865 | ) | ||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Accretion of discount on convertible debt payable | 6,982 | 92,793 | ||||||
Expenses paid by related party | 29,118 | 19,515 | ||||||
Financing costs | 126 | 4,374 | ||||||
Loss (gain) on change in fair value of derivative liability | (90,324 | ) | 431,203 | |||||
Shares issued for default penalty | – | 25,750 | ||||||
Shares issued for management fees | 100,000 | 97,500 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (1,004 | ) | 91 | |||||
Other current assets | – | (4,500 | ) | |||||
Accounts payable and accrued liabilities | 71,363 | 42,429 | ||||||
Accrued compensation | – | 27,065 | ||||||
Net Cash Used In Operating Activities | (9,377 | ) | (61,645 | ) | ||||
Financing Activities | ||||||||
Proceeds from convertible debenture | – | 77,500 | ||||||
Proceeds from notes payable | 4,616 | – | ||||||
Proceeds from related party payable | 15,084 | 8,793 | ||||||
Repayment on related party payable | (10,000 | ) | (29,850 | ) | ||||
Net Cash Provided by Financing Activities | 9,700 | 56,443 | ||||||
Increase (Decrease) in Cash | 323 | (5,202 | ) | |||||
Cash – Beginning of Period | – | 5,202 | ||||||
Cash – End of Period | 323 | – | ||||||
Supplemental Disclosures | ||||||||
Interest paid | – | – | ||||||
Income tax paid | – | – | ||||||
Non-cash investing and financing activities | ||||||||
Common stock issued in exchange for license agreements | 20,000 | – | ||||||
Common stock issued for conversion of convertible debentures | 136,444 | 304,169 | ||||||
Common stock issued for forgiveness of debt | – | 78,835 | ||||||
Common stock issued for management fees | – | 97,500 |
As of April 30, 2016, the Company had 20,292,620 (2015 – 8,713,784) potentially dilutive common shares outstanding.
f)
Level 1
Level 2
Level 3
g)
F-7
APPIPHANY TECHNOLOGIES HOLDINGS CORP.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
2.
Summary of Significant Accounting Policies (continued)
h)
i)
Recent Accounting Pronouncements
In March 2010, the FASB (Financial Accounting Standards Board) issued
In February 2010,consideration received or the FASBfair value of the equity instrument issued, whichever is more reliably measurable.
In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.
In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.
In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis.Reporting Requirements. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.
In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for whichASU allows the Company is currently assessingto remove the impact, is effective for interiminception to date information and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not expectedall references to have a significant impact on the Company’s financial statements.
exploration stage.
F-8
APPIPHANY TECHNOLOGIES HOLDINGS CORP.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
2.
Summary of Significant Accounting Policies (continued)
i)
Recent Accounting Pronouncements (continued)
In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standa rd, for which the Company is currently assessing the impact, will become effective on January 1, 2011.
In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.
operations.
Acquisition of Appiphany Technologies Corporation
License Agreements
4.
Property£140,000 in the first year and Equipment
£100,000 in subsequent years.
| Cost $ | Accumulated Depreciation $ | October 31, 2010 Net Carrying Value $ | April 30, 2010 Net Carrying Value $ |
Computer hardware | 1,805 | 159 | 1,646 | – |
|
|
|
|
|
| 1,805 | 159 | 1,646 | – |
F-9
APPIPHANY TECHNOLOGIES HOLDINGS CORP.
(A Development Stage Company)
Notes
(Expressed in US dollars)
5.
Notes Payable
a)
former President and Director of the Company. During the periodyear ended October 31, 2010,April 30, 2015, the amount owing of $78,835 owing for accrued management fees and financing of day-to-day expenditures incurred on behalf of the Company was forgiven and included in additional paid-in capital.
b)
In July 2010, the Company issued a note payable for $15,000. Under the terms of the note, the amount is unsecured, due interest at 10% per annum, and due on demand.
6.
Related Party Transactions
As at October 31, 2010,April 30, 2016, the Company owed $40,776 (April 30, 2010$41,197 (2015 - $33,572)$19,155) and $21,289 (Cdn$ - $26,715) (2015 - $8,769; Cdn$10,625) to the President and Director of the Company for financing of day-to-day expenditures incurred on behalf of the Company. The amountsamount owing areis unsecured, non-interest bearing, and due on demand.
As at October 31, 2010, the Company owed $31,234 (April 30, 2010 - $31,234) to a director of the Company for financing of day-to-day expenditures incurred on behalf of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.
7.
Subsequent Events
In accordance with ASC 855, we have evaluated subsequent events through January 5, 2011, the date of issuance of the financial statements, and did not have any material recognizable subsequent events.
F-10
APPIPHANY TECHNOLOGIES HOLDINGS CORP.
(A Development Stage Company)
Consolidated Financial Statements
For the Period Ended April 30, 2010
Report of Independent Registered Public Accounting Firm
F-12
Consolidated Balance Sheet
F-13
Consolidated Statement of Operations
F-14
Consolidated Statement of Stockholders’ Deficit
F-15
Consolidated Statement of Cash Flows
F-16
Notes to the Consolidated Financial Statements
F-17
F-11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Appiphany Technologies Holdings Corp.
(A Development Stage Company)
We have audited the accompanying balance sheet of Appiphany Technologies Holdings Corp. (a development stage company) as of April 30, 2010 and the related statements of operations, changes in stockholders' deficit, and cash flows for the period from February 24, 2010 (inception) through April 30, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement prese ntation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Appiphany Technologies Holdings Corp. as of April 30, 2010, and the results of its operations and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
June 8, 2010
F-12
APPIPHANY TECHNOLOGIES HOLDINGS CORP.
(A Development Stage Company)
Consolidated Balance Sheet
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(The accompanying notes are an integral part of these financial statements)
F-13
APPIPHANY TECHNOLOGIES HOLDINGS CORP.
(A Development Stage Company)
Consolidated Statement of Operations
(Expressed in US dollars)
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(The accompanying notes are an integral part of these consolidated financial statements)
F-14
APPIPHANY TECHNOLOGIES HOLDINGS CORP.
(A Development Stage Company)
Consolidated Statement of Cashflow
(Expressed in US dollars)
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(The accompanying notes are an integral part of these consolidated financial statements)
F-15
APPIPHANY TECHNOLOGIES HOLDINGS CORP.
(A Development Stage Company)
Consolidated Statement of Stockholders’ Deficit
From June 4, 2009 (Date of Inception) to April 30, 2010
(Expressed in US dollars)
| Common Stock |
| Additional |
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| |||||||||||||
|
|
| Paid-in |
| Accumulated |
|
| |||||||||||||
| Shares |
| Par Value |
| Capital |
| Deficit |
| Total | |||||||||||
| # |
| $ |
| $ |
| $ |
| $ | |||||||||||
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Balance – June 4, 2009 (Date of Inception) |
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Founders shares at $0.001 per share | 5,500,000 |
| 5,500 |
| (5,500) |
| – |
| – | |||||||||||
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| & nbsp; | |||||||||||
Common stock issued for cash at $0.05 per share | 400,000 |
| 400 |
| 19,601 |
| – |
| 20,001 | |||||||||||
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Net loss for the period | – |
| – |
| – |
| (67,502) |
| (67,502) | |||||||||||
| – |
| – |
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Balance – April 30, 2010 | 5,900,000 |
| 5,900 |
| 14,601 |
| (67,502) |
| (47,501) | |||||||||||
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(The accompanying notes are an integral part of these consolidated financial statements)
F-16
APPIPHANY TECHNOLOGIES CORPORATION
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
1.
Nature of Operations and Continuance of Business
Appiphany Technologies Holdings Corp. (the “Company”) was incorporated in the State of Nevada on February 24, 2010. The Company is a development stage company as defined by FASB guidelines.
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.
2.
Summarynon-related party for proceeds of Significant Accounting Policies
a)
Basis$32,500. Under the terms of Presentation
The financial statementsthe debenture, the amount is unsecured, bears interest at 8% per annum, and is due on September 19, 2014. Interest on overdue principal after default accrues at an annual rate of 22%. After 180 days or June 15, 2014, the debenture is convertible into common shares of the Company haveat a conversion price equal to 51% of the lowest two trading prices of the Company's common shares for the past 30 trading days prior to notice of conversion. On September 19, 2014, as the amount of the convertible debenture had not been prepared in accordance with accounting principles generally acceptedrepaid or converted by maturity, the Company incurred a penalty of 50% of the principal balance owing resulting in the United States (“US GAAP”)Company recording $16,250 which had been included in interest expense.
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 datefair value of the financial statementsderivative liability resulted in a full discount to the note payable of $32,500. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $32,500. During the year ended April 30, 2015, the Company issued 595,667 shares of common stock for the conversion of $39,130. As at April 30, 2016, the carrying value of the note was $9,620 (2015 - $9,620).
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.
d)
Basic and Diluted Net Loss per Share
The Company computes net 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 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.
F-17
APPIPHANY TECHNOLOGIES CORPORATION
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
2.
Summary of Significant Accounting Policies (continued)
e)
Financial Instruments
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments , an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 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 and 825 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 ofrecords the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of cash,the conversion price of the convertible debentures disclosed in Note 6 in accordance with ASC 815, Derivatives and amounts due to related parties. Pursuant to ASC 820 and 825, theHedging. The fair value of our cashthe derivative was calculated using a Black-Scholes model. The fair value of the derivative liability is determined basedrevalued on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that theeach balance sheet date with corresponding gains and losses recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
f)
Income Taxes
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “ Accounting for Income Taxes ” asconsolidated statement of its inception. Pursuant to ASC 740,operations. During the year ended April 30, 2016, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefitsrecorded a gain on the change in fair value of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
g)
Comprehensive Loss
ASC 220, Comprehensive Income, establishes standards for the reporting and displayderivative liability of comprehensive$ 90,324 (2015 – loss and its components in the financial statements.of $431,203). As at April 30, 2010,2016, the Company has no items that representrecorded a comprehensive lossderivative liability of $ 140,196 (2015 - $357,985).
convertible debentures outstanding during the period ended April 30, 2016 and 2015:
Expected Volatility (%) | Risk-free Interest Rate (%) | Expected Dividend Yield (%) | Expected Life (in years) | ||||
December 17, 2013 convertible debenture: | |||||||
As at June 15, 2014 (date note became convertible) | 433 | 0.03 | 0 | 0.26 | |||
As at July 31, 2014 (mark to market) | 362 | 0.01 | 0 | 0.14 | |||
As at September 19, 2014 (date of default penalty) | 426 | 0.04 | 0 | 0.50 | |||
As at October 30, 2014 (date of conversion) | 335 | 0.06 | 0 | 0.39 | |||
As at October 31, 2014 (mark to market) | 336 | 0.05 | 0 | 0.38 | |||
As at November 3, 2014 (date of conversion) | 348 | 0.07 | 0 | 0.38 | |||
As at November 7, 2014 (date of conversion) | 352 | 0.05 | 0 | 0.37 | |||
As at November 10, 2014 (date of conversion) | 355 | 0.02 | 0 | 0.36 | |||
As at November 18, 2014 (date of conversion) | 370 | 0.02 | 0 | 0.34 | |||
As at January 31, 2015 (mark to market) | 528 | 0.01 | 0 | 0.13 | |||
As at March 5, 2015 (date of conversion) | 693 | 0.25 | 0 | 1.00 | |||
As at April 16, 2015 (date of conversion) | 736 | 0.22 | 0 | 0.88 | |||
As at April 22, 2015 (date of conversion) | 742 | 0.23 | 0 | 0.87 | |||
As at April 30, 2015 (mark to market) | 747 | 0.24 | 0 | 0.85 | |||
As at April 30, 2016 (mark to market) | 366 | 0.56 | 0 | 1.00 | |||
May 21, 2014 convertible debenture: | |||||||
As at November 17, 2014 (date note became convertible) | 301 | 0.03 | 0 | 0.27 | |||
As at January 9, 2015 (date of conversion) | 597 | 0.02 | 0 | 0.12 | |||
As at January 15, 2015 (date of conversion | 577 | 0.03 | 0 | 0.11 | |||
As at January 21, 2015 (date of conversion) | 650 | 0.01 | 0 | 0.09 | |||
As at January 22, 2015 (date of conversion) | 635 | 0.02 | 0 | 0.09 | |||
As at January 30, 2015 (date of conversion) | 496 | 0.01 | 0 | 0.07 | |||
As at January 31, 2015 (mark to market) | 528 | 0.01 | 0 | 0.06 | |||
As at April 16, 2015 (date of conversion) | 512 | 0.22 | 0 | 0.86 | |||
As at April 30, 2015 (mark to market) | 520 | 0.24 | 0 | 0.82 | |||
As at December 7, 2015 (date of conversion) | 251 | 0.29 | 0 | 0.21 | |||
As at April 5, 2016 (date of conversion) | 371 | 0.56 | 0 | 0.90 | |||
As at April 30, 2016 (mark to market) | 312 | 0.56 | 0 | 0.83 | |||
May 23, 2014 convertible debenture: | |||||||
As at November 19, 2014 (date note became convertible) | 444 | 0.07 | 0 | 0.51 | |||
As at January 14, 2015 (mark to market) | 462 | 0.04 | 0 | 0.35 | |||
As at January 26, 2015 (mark to market) | 494 | 0.03 | 0 | 0.32 | |||
As at January 31, 2015 (mark to market) | 505 | 0.02 | 0 | 0.31 | |||
As at April 30, 2015 (mark to market) | 576 | 0.00 | 0 | 0.06 | |||
As at April 30, 2016 (mark to market) | 111 | 0.56 | 0 | 0.06 |
F-18
APPIPHANY TECHNOLOGIES CORPORATION
(
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
2.
Summary of Significant Accounting Policies (continued)
h)
Recent Accounting Pronouncements
In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the electionsummary of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.
In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.
In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered itemsactivity of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standa rd, for which the Companyderivate liability is currently assessing the impact, will become effective on January 1, 2011.
shown below:
In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.
Balance, April 30, 2014 | $ | 47,706 | ||
Derivative loss due to new issuances | 38,016 | |||
Debt discount | 95,215 | |||
Adjustment for conversion | (216,139 | ) | ||
Mark to market adjustment at April 30, 2015 | 393,187 | |||
Balance, April 30, 2015 | 357,985 | |||
Adjustment for conversion | (127,465 | ) | ||
Mark to market adjustment at April 30, 2016 | (90,324 | ) | ||
Balance, April 30, 2016 | $ | 140,196 |
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
F-19
APPIPHANY TECHNOLOGIES CORPORATION
(A Development Stage Company)
(Expressed in US dollars)
Payable
3.
Related Party Transactions
issuance.
4.
Common Shares
a)
b)
$2,805 of convertible note payable as described in Note 5(b), and derivative liability of $16,083.
c)
Company for the acquisition of licenses. Refer to Note 3.
d)
Company for management services. Fair value was based on the closing market price on the date of Board approval.
$28,500 of convertible notes payable and $760 of accrued interest payable.
5.
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Subsequent Events
On May 1, 2010, the Company entered into a Share Exchange Agreement with Appiphany Technologies Corp. ("ATC"), a company incorporated in British Columbia, Canada in June 2009, pursuant to which the Company acquired all
2016 $ | 2015 $ | |||||||
Net loss before taxes | (125,638 | ) | (797,865 | ) | ||||
Statutory rate | 34 | 34 | ||||||
Computed expected tax recovery | (42,717 | ) | (271,274 | ) | ||||
Permanent differences and other | 2,343 | 178,159 | ||||||
Change in valuation allowance | 40,374 | 93,115 | ||||||
Income tax provision | – | – |
The acquisition of ATC has been accounted for in accordance with ASC 805-50, Business Combinations – Related Issues, as both the Company and ATC were controlled by common management, and the acquisition has been accounted for as a common control transaction. The consolidated financial statementsliabilities as at April 30, 2010 reflect2016 and 2015 after applying enacted corporate income tax rates are as follows:
2016 $ | 2015 $ | |||||||
Net operating losses carried forward | 353,332 | 312,958 | ||||||
Total gross deferred income tax assets | 353,332 | 312,958 | ||||||
Valuation allowance | (353,332 | ) | (312,958 | ) | ||||
Net deferred tax asset | – | – |
F-20
PROSPECTUS
APPIPHANY TECHNOLOGIES HOLDINGS CORP.
403 – 1630 Pandosy St.
Kelowna, British Columbia
Canada V1Y 1P7
2,700,000 shares of common stock
DEALER PROSPECTUS DELIVERY OBLIGATION
Until _______________,2011, all dealers that effect transactions in these securities, whether or not participating in this offering, may be requiredCompany issued a convertible promissory note to deliver a prospectus. This is in additionan unrelated party for $33,000. Pursuant to the dealers’ obligation to deliveragreement, the note was issued with a prospectus when acting10% original issue discount and as underwriters and with respect to their unsold allotments or subscriptions.
____________________, 2011
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[RESALE PROSPECTUS ALTERNATIVE PAGE]
APPIPHANY TECHNOLOGIES HOLDINGS CORP.
403 – 1630 Pandosy St.
Kelowna, British Columbia
Canada V1Y 1P7
(778) 478-9944
PRELIMINARY PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
300,000 shares ofsuch the purchase price was $30,000. The note is convertible into common stock
Our existing shareholders are offering for resale, 300,000 shares of common stock. The Selling Security Holders will sell the offered securities is a fixed price of $0.05 per share for the duration of the offering and thereafter at such prevailing market prices or privately negotiated prices on the OTCBB or other applicable exchange. All dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
There is currently no market for our common stock and we do not know if an active trading market will develop. We intend to take customary measures to arrange for an application to be made with respect to our common stock to be approved for quotation on the Over-the-Counter Bulletin Board (“OTCBB”) upon the effectiveness of the registration statement of which this prospectus forms a part. There are no assurances that our common stock will be approved for quotation on the OTCBB or that, if approved, any meaningful market for our common stock will ever develop.
The Selling Security Holders will sell the offered securities for a fixed price of $0.05 for the duration of the offering and may use one or more of the following methods when selling shares: (i) at a fixed price of $0.05 per share for the duration of the offering and thereafter at such prevailing market prices or privately negotiated prices on the OTCBB or other applicable exchange; (ii) privately negotiated transactions; (iii) to cover short sales after the date the registration statement of which this Prospectus forms a part is declared effective by the Securities and Exchange Commission; (iv) a combination of any such methods of sale; and (v) any other method permitted pursuant to applicable law.
This prospectus covers the resale offering by the Selling Security Holders of 300,000 shares of common stock. The Company is concurrently conducting a primary offering for 2,700,000 shares, which is covered in a separate public offering prospectus.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD READ THIS ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 10 HEREOF WHICH DESCRIBES CERTAIN MATERIAL RISK FACTORS YOU SHOULD CONSIDER BEFORE INVESTING.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
You should rely only on the information contained in this prospectus and in any prospectus supplement we may file after the date of this prospectus. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities.
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[RESALE PROSPECTUS ALTERNATIVE PAGE]
No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.
TABLE OF CONTENTS
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You should rely only on the information contained or incorporated by reference to this prospectus in deciding whether to purchase our common stock. We have not authorized anyone to provide you with information different from that contained or incorporated by reference to this prospectus. Under no circumstances should the delivery to you of this prospectus or any sale made pursuant to this prospectus create any implication that the information contained in this prospectus is correct as of any time after the date of this prospectus. To the extent that any facts or events arising after the date of this prospectus, individually or in the aggregate, represent a fundamental change in the information presented in this prospectus, this prospectus will be updated to the extent required by law.
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[RESALE PROSPECTUS ALTERNATIVE PAGE]
SUMMARY OF THIS OFFERING
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[RESALE PROSPECTUS ALTERNATE PAGE]
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of our ordinary shares by the selling shareholders. The selling shareholders will receive all of the net proceeds from the sales of ordinary shares offered by them under this prospectus.
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[RESALE PROSPECTUS ALTERNATE PAGE]
SELLING SECURITY HOLDERS
The persons listed in the following table plan to offer the shares shown opposite their respective names by means of this prospectus. The owners of the shares to be sold by means of this prospectus are referred to as the "Selling Shareholders”. The Selling Shareholders acquired their shares from us in private negotiated transactions. These shares will be sold at a fixed price of $0.05 per share for the duration of the offering and thereafter at such prevailing market prices or privately negotiated prices on the OTCBB or other applicable exchange.
In competing sales, brokers or dealers engaged by the Selling Shareholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from Selling Shareholders in amounts to be negotiated. As to any particular broker-dealer, this compensation might be in excess of customary commissions. Neither we, nor the selling stockholders can presently estimate the amount of such compensation.
The Selling Shareholders and any broker/dealers who act in connection with the sale of the shares may be deemed to be “underwriters” within the meaning of the Securities Acts of 1933, and any commissions received by them and any profit on any resale of the shares as a principal might be deemed to be underwriting discounts and commissions under the Securities Act.
If any of the Selling Shareholders enters into an agreement to sell his or her shares to a broker/dealer as principal and the broker/dealer is acting as an underwriter, we will file a post-effective amendment to the registration statement, of which this prospectus is a part, identifying the broker/dealer, providing required information concerning the plan of distribution, and otherwise revising the disclosures in this prospectus as needed. We will also file the agreement between the selling shareholder and the broker/dealer as an exhibit to the post-effective amendment to the registration statement.
The Selling Shareholders have been advised that any securities broker/dealers or others who may be deemed to be statutory underwriters will be subject to the prospectus delivery requirements under the Securities Act of 1933. We have advised each selling shareholder that in the event of a “distribution” of the shares owned by the selling shareholder, such selling shareholder, any “affiliated purchasers”, and any broker/dealer or other person who participates in the distribution may be subject to Rule 102 of Regulation M under the Securities Exchange Act of 1934 (“1934 Act”) until their participation in that distribution is complete. Rule 102 makes it unlawful for any person who is participating in a distribution to bid for or purchase stock of the same class, as is the subjectCompany at a price equal to 50% of the distribution. A “distribution” is defined in Rule 102 as an offering of securities “that is distinguished from ordinarylowest trading tr ansaction by the magnitude of the offering and the presence of special selling efforts and selling methods”. We have advised the Selling Shareholders that Rule 101 of Regulation M under the 1934 Act prohibits any “stabilizing bid” or “stabilizing purchase” for purpose of pegging, fixing or stabilizing the price of the Company's common stock in connection with this offering.
The following table sets forth information concerningof either (i) the selling stockholders,twenty-five prior trading days immediately preceding the issuance of the note or (ii) the twenty-five prior trading days including the numberday upon which a notice of shares currently heldconversion is received by the Company. The promissory note shall bear interest at 10% per annum and is due on May 17, 2017.
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Name of Selling Stockholder(1) | Position, Office or Other Material Relationship | Total Number of Shares of common stock Beneficially Owned Prior to the Offering(2) | Number of Shares to be Offered for the Account of the Selling Stockholder(3) | Number of Shares to be Owned after this Offering(4) | Percentage to be Beneficially Owned after this Offering(4) (5) |
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463679 BC LTD(6) | - | 200,000 | 67,000 | 133,000 | 2.25% |
James Hinton | - | 100,000 | 33,000 | 67,000 | 1.14% |
Kevin Imthorn | - | 100,000 | 33,000 | 67,000 | 1.14% |
Garth Roy | - | 500,000 | 167,000 | 333,000 | 5.64% |
1.
None of the Selling Shareholders are Broker/Dealers, or affiliates with or controlled by any Broker/Dealer.
2.
IncludesCompany issued 3,217,352 shares of common stock for which the selling security holder hasconversion of $8,368 of convertible debentures, as noted in Note 5(b).
3.
This table assumes that each selling security holder will sell all shares offered for sale by it under this registration statement. Security holders are not required to sell their shares.
4.
Assumes that all shares of Common Stock registered for resale by this prospectus have been sold.
5.
Based on 5,900,000 shares of Common stockCompany issued and outstanding as of December 20 , 2010.
6.
Larry Sawchuck has sole voting power over the securities offered for resale by 463679 BC LTD.
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[RESALE PROSPECTUS ALTERNATE PAGE]
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
The selling shareholders may, from time to time, sell, transfer or otherwise dispose of any or all of their securities or interests in securities on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The selling shareholders may use any one or more of the following methods when disposing of shares or interests therein:
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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short sales effected after the date the registration statement of which this Prospectus is a part is declared effective by the SEC;
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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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a combination of any such methods of sale.
The selling shareholders may, from time to time, pledge or grant a security interest in some or all of the ordinary shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the ordinary shares, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer the securities in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale of our ordinary shares or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the ordinary shares in the course of hedging the positions they assume. The selling shareholders may also sell shares of our ordinary shares short and deliver these securities to close out their short positions, or loan or pledge the ordinary shares to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into options or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities, which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to the selling shareholders from the sale of the ordinary shares offered by them will be the purchase price of the ordinary shares less discounts or commissions, if any. Each of the selling shareholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of ordinary shares to be made directly or through agents. We will not receive any of the proceeds from this offering.
Broker-dealers engaged by the selling shareholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchase of shares, from the purchaser) in amounts to be negotiated. The selling shareholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved, and in no case will the maximum compensation received by any broker-dealer exceed eight percent (8%).
The selling shareholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.
Any underwriters, agents, or broker-dealers, and any selling shareholders who are affiliates of broker-dealers, that participate in the sale of the ordinary shares or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling shareholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. We know of no existing arrangements between any of the selling shareholders and any other shareholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the shares, nor can we presently estimate the amount, if any, of such compensation. See “Selling shareholders” for description of any material relation ship that a shareholder has with us and the description of such relationship.
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To the extent required, the shares of our ordinary shares to be sold, the names of the selling shareholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of some states, if applicable, the ordinary shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the ordinary shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
We have advised the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling shareholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
We have agreed with the selling shareholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which the shares may be sold pursuant to Rule 144 of the Securities Act.
In addition to the foregoing, persons who purchase warrants from a selling shareholder pursuant to this prospectus and thereafter acquire our ordinary shares upon the exercise of such warrants may resell such ordinary shares without restriction by any method permitted by applicable law.
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[RESALE PROSPECTUS ALTERNATE PAGE]
PROSPECTUS
APPIPHANY TECHNOLOGIES HOLDINGS CORP.
403 – 1630 Pandosy St.
Kelowna, British Columbia
Canada V1Y 1P7
300,0001,176,470 shares of common stock
____________________, 2011
DEALER PROSPECTUS DELIVERY OBLIGATION
Until _______________, 2011, all dealers that effect transactions for the conversion of $3,000 of convertible debentures, as noted in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
Note 5(a).
9
PART II – INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth estimated expenses expected to be incurred in connection with the issuance and distribution of the securities being registered. All such expenses will be paid by us.
Securities and Exchange Commission Registration Fee | $ | 10.70 |
Audit Fees and Expenses | $ | 5,000.00 |
Legal Fees and Expenses | $ | 5,000.00 |
Transfer Agent and Registrar Fees and Expenses | $ | 500.00 |
Miscellaneous Expenses | $ | 1,000.00 |
Total | $ | 11,510.70* |
* Estimate Only |
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The officers and directors of the Company are indemnified as provided by the Nevada Revised Statutes and the Bylaws of the Company. Unless specifically limited by a corporation’s Articles of Incorporation, Nevada law automatically provides directors with immunity from monetary liabilities. The Company’s Articles of Incorporation do not contain any such limiting language. Excepted from that immunity are:
a.
willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director has a material conflict of interest;
b.
a violation of criminal law unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful;
c.
a transaction from which the director derived an improper personal profit; and
d.
willful misconduct.
The Articles of Incorporation provide that the Company will indemnify its officers, directors, legal representative, and persons serving at the request of the Company as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise to the fullest extent legally permissible under the laws of the State of Nevada against all expenses, liability and loss (including attorney’s fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by that person as a result of that connection to the Company. This right of indemnification under the Articles is a contract right which may be enforced in any manner by such person and extends for such persons benefit to all actions undertaken on behalf of the Company.
The Bylaws of the Company provide that the Company will indemnify its directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that the Company may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the Company shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under Nevada law or (iv) such indemnification is required to be made pursuant to the Bylaws.
The Bylaws of the Company provide that the Company will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the Company, or is or was serving at the request of the Company as a director or executive officer of another Company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under the Bylaws of the Company or otherwise.
II-1
The Bylaws of the Company provide that no advance shall be made by the Company to an officer of the Company (except by reason of the fact that such officer is or was a director of the Company in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Company.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
During the period from inception to the filing of this registration statement, the registrant has issued and/or sold the following securities in various transactions exempt from registration:
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On February 25, 2010, the Company issued 2,000,000 shares of the Company's common stock at $0.001 per share to the Secretary of the Company for management services. The shares were issued pursuant to Section 4(2) , as more specifically set forth below, on the basis that the securities were offered and sold in a non-public offering to a “sophisticated investor” who had access to registration-type information about the Company.
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On March 29, 2010, the Company sold 100,000 shares of the Company's common stock at $0.05 per share to one investor for total proceeds of $5,000. The shares were issued pursuant to Rule 903 of Regulation S , as more specifically set forth below, on the basis that the investor was not a “U.S. person” as defined in Regulation S and was not acquiring the shares for the account or benefitconversion of a U.S. person.
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On April 14, 2010, the Company sold 100,000 shares$4,000 of the Company's common stock at $0.05 per share to one investor for total proceedsconvertible debentures and $28 of $5,000. The shares were issued pursuant to Rule 903 of Regulation S, as more specifically set forth below, on the basis that the investor was not a “U.S. person” as defined in Regulation S and was not acquiring the shares for the account or benefit of a U.S. person.
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On April 15, 2010, the Company sold 200,000 shares of the Company's common stock at $0.05 per share to one investor for total proceeds of $10,000. The shares were issued pursuant to Rule 903 of Regulation S, as more specifically set forth below, on the basis that the investor was not a “U.S. person” as defined in Regulation S and was not acquiring the shares for the account or benefit of a U.S. person.
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On May 1, 2010, the Company entered into a Share Exchange Agreement with Appiphany Technologies Corp. ("ATC"), a company incorporated in British Columbia, Canada pursuant to which the Company acquired all of the issued and outstanding shares of ATC in exchange for an aggregate of 1,500,000 shares of Appiphany issued equally to three shareholders, including our CEO, President, CFO, Treasurer and Director Mr. Jesse Keller, our Secretary and Director Mr. Jonas Klippenstein, and Garth Roy. The shares were issued pursuant to Regulation S, as more specifically set forth below, on the basis that the investor was not a “U.S. person” as defined in Regulation S and was not acquiring the shares for the account or benefit of a U.S. person.
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On July 27, 2010, the Company issued a one year 10% Promissory Note, in the principal amount of $15,000 to Scott Osborne (“Mr. Osborne”) to evidence such funds Mr. Osborne has previously lent the Company. The $15,000 principal amount underlying the Promissory Note is payable: i) on or before the one year anniversary of the Note or ii) upon the Company completing an offering under Regulation D, Regulation S or Section 4(2) of the Securities Act of 1933, and accruesaccrued interest, at the rate of 10% per annum. The Company made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) to the Securities Act of 1933, as amended (the “Securities Act”), as more specifically set forth below, on the basis that the securities were offered and sold in a non-public offering to a “sophisticated investor” who had access to registration-type information about the Company. No commission was paid in connection with the sale of the Promissory Note.
II-2
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On October 28, 2010, the Company issued a one year 10% Promissory Note, in the principal amount of $4,633 to Fraser Tolmie (“Mr. Tolmie ”) to evidence such funds Mr. Tolmie has previously lent the Company. The $4,633 principal amount underlying the Promissory Note is payable: i) on or before the one year anniversary of the Note or ii) upon the Company completing an offering under Regulation D, Regulation S or Section 4(2) of the Securities Act of 1933, and accrues interest at the rate of 10% per annum. The Company made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) to the Securities Act of 1933, as amended (the “Securities Act”), as more specifically set forth below, on the basis that the securities were offered and sold in a non-public offering to a “sophisticated investor” who had access to registration-type information about the Company. No commission was paid in connection with the sale of the Promissory Note.
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On October 28, 2010, the Company issued a one year 10% Promissory Note, in the principal amount of $5,000 to Darren Wright (“Mr. Wright”) to evidence such funds Mr. Wright has previously lent the Company. The $5,000 principal amount underlying the Promissory Note is payable: i) on or before the one year anniversary of the Note or ii) upon the Company completing an offering under Regulation D, Regulation S or Section 4(2) of the Securities Act of 1933, and accrues interest at the rate of 10% per annum. The Company made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) to the Securities Act of 1933, as amended (the “Securities Act”), as more specifically set forth below, on the basis that the securities were offered and sold in a non-public offering to a “sophisticated investor” who had access to registration-type information about the Company. No commission was paid in connection with the sale of the Promissory Note.
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On October 28, 2010, the Company issued a one year 10% Promissory Note, in the principal amount of $2,490 to Joshua Kostyniuk (“Mr. Kostyniuk”) to evidence such funds Mr. Kostyniuk has previously lent the Company. The $2,490 principal amount underlying the Promissory Note is payable: i) on or before the one year anniversary of the Note or ii) upon the Company completing an offering under Regulation D, Regulation S or Section 4(2) of the Securities Act of 1933, and accrues interest at the rate of 10% per annum. The Company made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) to the Securities Act of 1933, as amended (the “Securities Act”), as more specifically set forth below, on the basis that the securities were offered and sold in a non-public offering to a “sophisticated investor” who had access to registration-type information about the Company. No commission was paid in connection with the sale of the Promissory Note.
The Company did not use any underwriters with respect to the foregoing sales of its common stock. We did not, nor did any person acting on our behalf, offer or sell the securities by any form of general solicitation or general advertising.
Pursuant to certain applicable limitations on resale, we exercised reasonable care to assure that purchasers were not underwriters within the meaning of section 2(11) of the Act by inquiring of each and every purchaser the following: (1) that each purchaser was purchasing the securities for the purchaser's own accountfor investment purposes and not with a view towards distribution, and (2) that each purchaser had no arrangement or intention to sell the securities. Further, written disclosure was provided to each purchaser prior to the sale that the securities have not been registered under the Act and, therefore, cannot be resold unless the securities are registered under the Act or unless an exemption from registration is available.
All securities sold contained a restrictive legend on the share certificate stating that the securities have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the securities.
Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon one of the following exemptions:
(a) The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, ("Securities Act"), based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an "Investor") confirmed to the Company that it or he is an "accredited investor," as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were "restricted securities" for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.
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(b)The shares of Common Stock referenced herein were issued pursuant to and in accordance with Rule 903 of Regulation S of the Act. No commissions were paid in connection with the completion of this offering, except as noted above. We completed the offering of the shares pursuant to Rule 903 of Regulation S of the Act on the basis that the sale of the shares was completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the shares. Each investor represented to us that the investor was not a "U.S. person", as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. person. The agreement executed between us and each investor included statements that the securities had not been registered pursuant to the Act and that the securit ies may not be offered or sold in the United States unless the securities are registered under the Act or pursuant to an exemption from the Act. Each investor agreed by execution of the agreement for the shares: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; (ii) that we are required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Act. All certificates representing the shares were or upon issuance will be endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the Act and could not be resold without registration under the Act or an applicable exemption from the registration requirements of the Act.
Note 5(a).
ITEM 16. EXHIBITS.
The following is a list of exhibits filed as part of this registration statement. Where so indicated by footnote, exhibits which were previously filed are incorporated herein by reference. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Exhibit Number | Description of Exhibit | Filing | ||
|
| |||
| Articles of Incorporation | Filed with the SEC on June 11, 2010 as part of | ||
| Bylaws |
| Filed with the SEC on June 11, 2010 as part of | |
| 2012 Equity Incentive Plan |
| Filed with the SEC on November 9, 2012 as part of our Registration Statement on Form S-8. | |
| Legal Opinion of Brunson Chandler & Jones, PLLC |
| Filed herewith. | |
|
| |||
| Share Exchange Agreement between Appiphany Technologies Holdings Corp. and Appiphany Technologies Corp. | Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1. | ||
| Asset Purchase and Sale Agreement with Media Convergence Group, LLC, dated January 14, 2016 |
| Filed with the SEC on February 26, 2016 as part of our Current Report on Form 8-K. | |
| Letter of Engagement with TOMS Shoes, dated April 16, 2016 |
| Filed with the | |
| Agreement with Robin's Jean, dated June 8, 2016 |
| Filed with the 8-K. | |
|
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| List of Subsidiaries | Filed herewith. | ||
| Consent of Sadler Gibb & Associates, LLC |
| Filed herewith. | |
| Consent of | Included in Exhibit |
(1)
Filed previously
(2)
Filed herewith.
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ITEM 17. UNDERTAKINGS.
(a)
(1)
File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:
i.
Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
ii.
Reflect in the prospectus any facts or events which, individually or in the aggregate, represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
iii.
Include any additional or changed material information on the plan of distribution.
(2)
For determining liability under the Securities Act, treat each such post-effective amendment as a new registration statement relating to the securities offered, and the offering of such securities at that time shall be deemed to be the initial bona fide offering.
(3)
File a post-effective amendment to remove from registration by means of a post-effective amendment any of the securities that remain unsold at the end of the offering.
(4)
For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
i.
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
ii.
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant ;
iii.
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant ; and
iv.
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(5)
For determining liability of the undersigned registrant under the Securities Act to any purchaser, if the undersigned registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or made in any such document immediately prior to such date of first use.
(b)
Provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
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(c)
1. | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
i. | To include any Prospectus required by section 10(a)(3) of the Securities Act of 1933; |
ii. | To reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. | |
iii. | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
2. | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
3. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
4. | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
i. | Any Preliminary Prospectus or Prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | |
ii. | Any free writing Prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
iii. | The portion of any other free writing Prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | |
iv. | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
5. | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: Each Prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than Prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or Prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or Prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or Prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(d)
(1)
For determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1), or (4), or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective.
(2)
For determining any liability under the Securities Act, treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities.
case.
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APPIPHANY TECHNOLOGIES HOLDINGS CORP.
/s/ Jesse Keller
By: Jesse Keller
Appiphany Technologies Holdings Corp. | |||
| |||
By: | /s/ Rob Sargent | ||
Rob Sargent | |||
President and | |||
CEO (Principal Executive Officer) | |||
By: | /s/ Rob Sargent | ||
Rob Sargent Chief Financial Officer | |||
(Principal Financial Officer and Principal Accounting Officer) |
Name | Title | Date | ||
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| December 9, 2016 | |
Rob Sargent | ||||
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EXHIBIT INDEX
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(1)
Filed previously
(2)
Filed herewith.
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