We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Apogee 21 Holdings Inc (CE) | USOTC:APHD | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
Nevada
|
|
30-0678378
|
(State of incorporation)
|
|
(I.R.S. Employer Identification No.)
|
TABLE OF CONTENTS | Page | |
|
||
PART I.
FINANCIAL INFORMATION
|
||
|
|
|
ITEM 1.
|
CONDENSED FINANCIAL STATEMENTS
|
2
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
14
|
ITEM 3.
|
QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
|
16
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
16
|
|
|
|
PART II.
OTHER INFORMATION
|
||
|
|
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
17
|
ITEM 1A.
|
RISK FACTORS
|
17
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
17
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
17
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
17
|
ITEM 5.
|
OTHER INFORMATION
|
17
|
ITEM 6.
|
EXHIBITS
|
18
|
|
|
Condensed Consolidated Balance Sheets (unaudited)
|
2
|
|
Condensed Consolidated Statements of Operations (unaudited) | 3 | |
Condensed Consolidated Statements of Cash Flows (unaudited) | 4 | |
Notes to the Condensed Consolidated Financial Statements (unaudited) | 5 |
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
|
||||||
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
|
||||||
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
|
–
|
1. | Nature of Operations and Continuance of Business |
2. | Summary of Significant Accounting Policies |
(a) | Basis of Presentation and Principles of Consolidation |
(b) | Use of Estimates |
(c) | Interim Condensed Consolidated Financial Statements |
2. | Summary of Significant Accounting Policies (continued) |
(d) | Cash and cash equivalents |
(e) | Accounts Receivable |
(f) | Basic and Diluted Net Income (Loss) per Share |
2. | Summary of Significant Accounting Policies (continued) |
(g) | Financial Instruments (continued) |
(h) | Comprehensive Loss |
j)
|
Stock-based Compensation
|
k)
|
Recent Accounting Pronouncements
|
2. | Summary of Significant Accounting Policies (continued) |
k)
|
Recent Accounting Pronouncements (continued)
|
(a)
|
On January 14, 2016, the Company entered into a purchase agreement with a company controlled by the President and Director of the Company. Pursuant to the agreement, the Company agreed to purchase two licenses including the accounts receivable generated by the two licenses, in exchange for 20,000,000 common shares of the Company.
|
(b)
|
On January 18, 2016, the Company entered into a license agreement (the "Agreement") with Comsec Solutions Limited ("Comsec") where the Company acquired the right to market and distribute Watchdog, a market leading web monitoring tool owned by Comsec, in North and South America. In exchange for the rights, the Company agreed to pay a monthly base fee of up to £4,750, depending on the service provided, and 15% commission fee for all revenues including a minimum revenue base of £140,000 in the first year and £100,000 in subsequent years.
|
(a)
|
As at July 31, 2016, the Company owed $
1
4,616 (April 30, 2016 - $4,616) in notes payable to non-related parties. Under the terms of the notes, the amounts are unsecured, bears interest at
5-
6% per annum, and due on demand.
|
(b)
|
On June 6
, 2016, the Company
issued a
note payable to a non-related party
for proceeds of $10,000
. Under the terms of the note, the amount is unsecured, bears interest at 5% per annum, and is due on
demand
.
|
(a)
|
On December 17, 2013, the Company issued a convertible debenture to a non-related party for proceeds of $32,500. Under the terms of the 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 at 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 repaid or converted by maturity, the Company incurred a penalty of 50% of the principal balance owing resulting in the Company recording $16,250 which had been included in interest expense.
|
(b)
|
On May 21, 2014, the Company issued a convertible debenture, to a non-related party, for proceeds of $37,500. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and is due on February 23, 2015. After 180 days or November 17, 2014, the debenture is convertible into common shares of the Company at 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.
|
(c)
|
On May 23, 2014, the Company issued a convertible debenture, to a non-related party, for proceeds of $40,000. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and is due on May 23, 2015. After 180 days or November 19, 2014, the debenture is convertible into common shares of the Company at a conversion price equal to 55% of the lowest trading price of the Company's common shares for the past 15 trading days prior to notice of conversion. On June 13, 2016, this note was assigned to a new note holder for $31,000, resulting in a gain on extinguishment of $5,744 (2015 - $nil).
|
(d)
|
On May 17, 2016, the Company issued a $10,000 convertible debenture to a non-related party in extinguishment of a convertible debenture originally issued on December 17, 2013 of $9,620 and $6,270 of accrued interest as at May 17, 2016 as noted in Note 5(a). Due to the change of conversion terms the fair value of the derivative liability increased from $249,702 to $265,841, resulting in a loss in extinguishment of $10,249. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (up to 24% per annum default rate), and is due on May 17, 2017. The debenture is convertible into common shares of the Company at a conversion price equal to 50% of the lowest trading prices of the Company's common shares (i) on May 12, 2016; or (ii) for the past 25 trading days prior to notice of conversion.
|
(e)
|
On May 17, 2016, the Company issued a convertible debenture to a non-related party for $33,000. Pursuant to the agreement, the note was issued with a 10% original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (up to 24% per annum default rate), and is due on May 17, 2017. The debenture is convertible into common shares of the Company at a conversion price equal to 50% of the lowest trading price of the Company's common stock of either (i) the twenty-five prior trading days immediately preceding the issuance of the note or (ii) the twenty-five prior trading days including the day upon which a notice of conversion is received by the Company. There was also financing costs, which resulted in the Company recording a debt discount of approximately $5,000 resulting from these debt issuance costs which is being amortized over the life of the loan.
|
(f)
|
On June 13, 2016, the Company issued a convertible debenture to a non-related party for $69,000. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $66,500. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (up to 22% per annum default rate), and is due on December 13, 2016. After maturity date, or December 13, 2016, the debenture is convertible into common shares of the Company at a conversion price equal to 50% of the lowest trading price of the Company's common shares for the past 15 trading days prior to the notice of conversion.
The Company analyzed the conversion option of the note for derivative accounting consideration under ASC 815-15 "Derivatives and Hedging" and determined that the embedded conversion feature should be classified as a liability. However, due to the conversion option not being effective until December 13, 2016, the Company will delay measuring the derivative liability until such date. There was also debt issuance costs, which resulted in the Company recording a debt discount of approximately $2,500. As at July 31, 2016, the carrying value of the note was $67,156 (April 30, 2016 - $nil), and the unamortized discount was $1,844 (April 30, 2016 - $nil).
|
(g)
|
On July 21, 2016, the Company issued a convertible debenture, to a non-related party, for proceeds of $56,750. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (up to 24% per annum default rate), and is due on April 21, 2017. The debenture is convertible into common shares of the Company at a conversion price equal to 50% of the lowest trading price of the Company's common stock of either (i) the twenty-five prior trading days immediately preceding the issuance of the note or (ii) the twenty-five prior trading days including the day upon which a notice of conversion is received by the Company.
|
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
|
(a) | On June 13, 2016, the Company issued 3,217,352 common shares for the conversion of $8,368 of convertible debentures, as noted in Note 5(e). |
(b) | On June 28, 2016, the Company issued 1,176,470 common shares for the conversion of $3,000 of convertible debentures, as noted in Note 5(d). |
(c) | On July 27, 2016, the Company issued 1,579,800 common shares for the conversion of $4,000 of convertible debentures and $28 of accrued interest, as noted in Note 5(d). |
(b) | On September 6, 2016, the Company issued 500,000 common shares to a consultant pursuant to a consulting agreement dated August 26, 2016. |
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION |
|
July 31, 2016
$
|
April 30, 2016
$
|
||||||
Current Assets
|
70,071
|
1,327
|
||||||
Current Liabilities
|
746,282
|
477,202
|
||||||
Working Capital (Deficit)
|
(676,211
|
)
|
(475,875
|
)
|
|
July 31, 2016
$
|
July 31, 2015
$
|
||||||
Cash Flows used in Operating Activities
|
(66,719
|
)
|
(1,651
|
)
|
||||
Cash Flows from (used in) Investing Activities
|
-
|
-
|
||||||
Cash Flows from Financing Activities
|
127,844
|
1,651
|
||||||
Net increase (decrease) in Cash During Period
|
61,125
|
-
|
1.
|
Quarterly Issuances:
|
2.
|
Subsequent Issuances:
|
Exhibit
Number
|
Description of Exhibit
|
Filing
|
3.01
|
Articles of Incorporation
|
Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
|
3.02
|
Bylaws
|
Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
|
4.01
|
2012 Equity Incentive Plan
|
Filed with the SEC on November 9, 2012 as part of our Registration Statement on Form S-8.
|
10.01
|
Share Exchange Agreement between the Company and Appiphany Technologies Corp. dated May 1, 2010
|
Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
|
10.02
|
Contract License Agreement between Appiphany Technologies Corp. and Apple, Inc. dated September 25, 2009
|
Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
|
10.03
|
Promissory Note between the Company and Scott Osborne dated July 22, 2010
|
Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
|
10.04
|
Promissory Note between the Company and Fraser Tolmie dated October 28, 2010
|
Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
|
10.05
|
Promissory Note between the Company and Darren Wright dated October 28, 2010
|
Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
|
10.06
|
Promissory Note between the Company and Joshua Kostyniuk dated October 28, 2010
|
Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
|
10.07
|
Consulting Agreement between the Company and Voltaire Gomez dated September 23, 2010
|
Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
|
10.08
|
Consulting Agreement between the Company and Garth Roy dated January 16, 2012
|
Filed with the SEC on January 18, 2012 as part of our Current Report on Form 8-K.
|
10.09
|
Consulting Agreement between the Company and Brian D. Jones dated November 9, 2012
|
Filed with the SEC on November 19, 2012 as part of our Current Report on Form 8-K.
|
10.10
|
Consulting Agreement between the Company and Jon Trump dated November 27, 2012
|
Filed with the SEC on November 29, 2012 as part of our Current Report on Form 8-K.
|
10.11
|
Consulting Agreement between the Company and Jon Trump dated March 1, 2013
|
Filed with the SEC on March 5, 2013 as part of our Current Report on Form 8-K.
|
16.01
|
Letter from M&K CPAS, PLLC dated September 19, 2011
|
Filed with the SEC on September 19, 2011 as part of our Current Report on Form 8-K.
|
21.01
|
List of Subsidiaries
|
Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
|
31.01
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14
|
Filed herewith.
|
31.02
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14
|
Filed herewith.
|
32.01
|
CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
|
Filed herewith.
|
101.INS*
|
XBRL Instance Document
|
Filed herewith.
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
Filed herewith.
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
Filed herewith.
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
Filed herewith.
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Filed herewith.
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Filed herewith.
|
|
|||
APPIPHANY TECHNOLOGIES HOLDINGS CORP. | |||
Dated: September 21, 2016 | /s/ Rob Sargent | ||
|
|
By: Rob Sargent
|
|
|
|
Its: President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)
|
|
|
|
|
Dated:
September 21, 2016
|
/s/
Rob Sargent
|
|
By: Rob Sargent
Its: Director
|
1 Year Apogee 21 (CE) Chart |
1 Month Apogee 21 (CE) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions