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Share Name | Share Symbol | Market | Type |
---|---|---|---|
XSport Global Inc (CE) | USOTC:XSPT | 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% | 0.0002 | 0.00 | 01:00:00 |
Wyoming
|
80-0873491
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of Each Class
|
Name of each exchange on which registered
|
None
|
N/A
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐
(Do not check if a smaller reporting company)
|
Smaller reporting company ☒
|
Emerging Growth Company ☐ |
Page
|
|
PART I
|
|
3 | |
9 | |
17 | |
17 | |
17 | |
17 | |
PART II
|
|
18 | |
19 | |
19 | |
26 | |
26 | |
27 | |
27 | |
28 | |
PART III
|
|
28 | |
31 | |
34 | |
35 | |
36 | |
PART IV
|
|
38 | |
39 |
● |
our ability to successfully commercialize and our products and services on a large enough scale to generate profitable operations;
|
● |
relationships with our sponsored athletes;
|
● |
the retention and availability of key personnel;
|
● |
general economic and business conditions;
|
● |
substantial doubt about our ability to continue as a going concern;
|
● |
our need to raise additional funds in the future;
|
● |
our ability to successfully recruit and retain qualified personnel in order to continue our operations;
|
● |
our ability to successfully implement our business plan;
|
● |
our ability to successfully acquire, develop or commercialize new products and equipment;
|
● |
intellectual property claims brought by third parties; and
|
● |
ability to successfully demonstrate scientific improvement and claims in identified cognitive areas.
|
· |
Processing Speed
|
· |
Decision Making
|
· |
Focus/Concentration
|
· |
Visual-Spatial Awareness and
|
· |
Memory
|
· |
The Brand/Attributes: The following brand attributes and image will be represented to the target audience – performance; elite; training; brain; science/research; sport/competition; hip/modern; global and academic.
|
· |
The Brand/Brand Positioning: HeadTrainer plans to be a brand that delivers premium cognitive development exercises specifically designed for the training of athletes to improve performance as it relates to an individual’s overall cognitive capabilities for their own competitive environment with the intent of becoming synonymous with athletic brain training.
|
· |
The Target Market: The key target audiences can be defined as (i) Primary market/user group – youth sports market (ages 8-18) and high sports interest market (13-29), (ii) Secondary market (Purchasers/Influencers) – Parents and Coaches of Athletes and (iii) Tertiary market – other athletes, competition and brain-training enthusiasts
|
· |
Overarching Communication Idea: Our communication idea will be the broad creative platform that brings the brand positioning to life – “Team HeadTrainer.” Team HeadTrainer plans to be comprised of a group of elite athletes, sports spokespersons, trainers, educators, sports psychologists and collegiate properties who will bring awareness, encourage trial and influence subscribers to adopt, use and promote the Product as integrated partners in our marketing strategy. Team HeadTrainer will represent the overall sports landscape, crossing sports, age, nationality, gender and race. Initial athlete focus will be on the core four U.S. participation team sports of soccer, baseball, basketball, and football, while also reaching out to and adding athletes participating in other action team and individual sports to ensure that every athlete feels that the Product is for them. The elite athletes and spokespersons will be expected to be at the forefront of their sports/profession, be active in social media, have crossover appeal, be great communicators, be credible and authentic to the brand and be considered as “safe” as possible with their reputation on and off the court/field.
|
· |
Social Media - Accounts of the Company and Team HeadTrainer members will promote and educate our target markets and the secondary and tertiary markets on the value of the Product and brain-training exercises.
|
· |
Videos – We intend to highlight each member of Team HeadTrainer and emphasize the importance of brain training from a number of different perspectives. The videos will be produced in a socially sharable and viral format.
|
· |
Website – The Company has developed an initial comprehensive, one-stop platform where users and purchasers/parents can go to get information as it relates to the Company and the importance of brain training. Supported research documentation will be available as well as information on all Team HeadTrainer members, our videos, step-by-step guides for the Product, testimonials, HeadTrainer in the News, social media links and future collegiate or sports organization associations.
|
· |
Cause Marketing – We currently anticipate that the Company will give back to the communities we serve by starting a cyber-bullying awareness campaign. Team HeadTrainer members will participate to create a powerful message on the prevalence and prevention of cyber-bullying. Our users are online, on mobile devices and social networks where they are most at risk for cyber-bullying. The campaign is expected to be viral and a public relations and social-media driven. We anticipate kicking this campaign off in the 2
nd
or 3
rd
quarter of calendar 2018 in conjunction with the launch of future versions of the App.
|
· |
Other – Additional tactics like paid media (digital and traditional) as well as sponsorships, league associations, etc. will be continually evaluated and pursued when determined to be a good fit for the Company.
|
· |
The Product was developed with sports themes and is targeted primarily at the youth sports market, including youth ages 8-18, high sports interest ages 12-29, as well as adults. We believe that competitive, accomplished athletes in these demographics will embrace the possibility of enhancing their cognitive performance skills to get an extra edge on the competition.
|
· |
The Company has incorporated an audio interference/distraction component replicating life-like sporting event distractions and created a “playing” environment that features additional complicating elements to the training.
|
· |
The Company will leverage its existing and future endorsement contracts with professional athletes and celebrities to market the product through existing social media channels. We believe this will be one of the most cost effective ways to reach its intended audience but it will not be the only traction channel.
|
· |
In addition to the social marketing strategies, the youth sports market will also be addressed through sports camps and dedicated sports organizations. However, the Company will need to have the necessary cash in order to activate such youth sports channels.
|
● |
our stock being held by a small number of persons whose sales (or lack of sales) could result in positive or negative pricing pressure on the market price for our common stock;
|
● |
actual or anticipated variations in our quarterly operating results;
|
● |
changes in our earnings estimates;
|
● |
our ability to obtain adequate working capital financing;
|
● |
changes in market valuations of similar companies;
|
● |
publication (or lack of publication) of research reports about us;
|
● |
changes in applicable laws or regulations, court rulings, enforcement and legal actions;
|
● |
loss of any strategic relationships;
|
● |
additions or departures of key management personnel;
|
● |
actions by our stockholders (including transactions in our shares);
|
● |
speculation in the press or investment community;
|
● |
increases in market interest rates, which may increase our cost of capital;
|
● |
changes in our industry;
|
● |
competitive pricing pressures;
|
● |
our ability to execute our business plan; and
|
● |
economic and other external factors.
|
ITEM 5. |
Quarter Ended
|
Bid
High
|
Bid
Low
|
||||||
September 30, 2017
|
$
|
0.29
|
$
|
0.09
|
||||
June 30, 2017
|
$
|
0.55
|
$
|
0.15
|
||||
March 31, 2017
|
$
|
0.85
|
$
|
0.39
|
||||
December 31, 2016
|
$
|
0.47
|
$
|
0.25
|
||||
September 30, 2016
|
$
|
0.40
|
$
|
0.16
|
||||
June 30, 2016
|
$
|
0.22
|
$
|
0.18
|
||||
March 31, 2016
|
$
|
0.22
|
$
|
0.18
|
||||
December 31, 2015
|
$
|
33.33
|
$
|
0.18
|
For the Year Ended
September 30, 2017
|
For the Year Ended
September 30, 2016
|
|||||||
Revenue
|
$
|
-
|
$
|
6,061
|
||||
Operating Expenses
|
1,721,666
|
3,913,010
|
||||||
Operating Loss
|
(1,721,666
|
)
|
(3,906,949
|
)
|
||||
Other Expense
|
(34,201
|
)
|
(92,053
|
)
|
||||
Net loss
|
$
|
(1,755,867
|
)
|
$
|
(3,999,002
|
)
|
September 30,
2017
|
September 30,
2016
|
|||||||
Current assets
|
$
|
193,876
|
$
|
123,896
|
||||
Current liabilities
|
2,269,438
|
2,004,881
|
||||||
Working capital deficiency
|
$
|
(2,075,562
|
)
|
$
|
(1,880,985
|
)
|
Year Ended September 30,
|
||||||||
2017
|
2016
|
|||||||
Net cash used in operating activities
|
$
|
(342,050
|
)
|
$
|
(162,562
|
)
|
||
Net cash provided by financing activities
|
405,035
|
286,007
|
||||||
Increase in cash
|
$
|
62,985
|
$
|
123,445
|
· |
Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets.
|
· |
Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market.
|
· |
Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a company’s own assumptions about the inputs that market participants would use.
|
Page
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-1
|
CONSOLIDATED FINANCIAL STATEMENTS:
|
|
Consolidated Balance Sheets
|
F-2
|
Consolidated Statements of Operations
|
F-3
|
Consolidated Statements of Changes in Stockholders’ Deficiency
|
F-4
|
Consolidated Statements of Cash Flows
|
F-5
|
Notes to Consolidated Financial Statements
|
F-6
|
For the Year
Ended
September 30,
2017
|
For the Year
Ended
September 30,
2016
|
|||||||
Revenue
|
$
|
-
|
$
|
6,061
|
||||
Operating expenses:
|
||||||||
Research and development
|
227,286
|
51,308
|
||||||
Sales and marketing
|
600
|
119,922
|
||||||
General and administrative
|
1,633,047
|
2,313,683
|
||||||
(Gain) loss on debt and payable extinguishment
|
(139,267
|
)
|
1,428,097
|
|||||
Total operating expenses
|
1,721,666
|
3,913,010
|
||||||
Loss from operations
|
(1,721,666
|
)
|
(3,906,949
|
)
|
||||
Other expense:
|
||||||||
Interest expense
|
34,201
|
92,053
|
||||||
34,201
|
92,053
|
|||||||
Net loss
|
$
|
(1,755,867
|
)
|
$
|
(3,999,002
|
)
|
||
Net loss per common share - basic and diluted
|
$
|
(0.04
|
)
|
$
|
(0.19
|
)
|
||
Weighted average shares outstanding - basic and diluted
|
48,365,895
|
21,169,078
|
Common Stock
Shares
|
Common Stock
Amount
|
Paid-in
Capital
|
Accumulated
Deficit
|
Total
Stockholders'
Deficit
|
||||||||||||||||
Balance, October 1, 2015
|
8,358,124
|
$
|
8,358
|
$
|
794,455
|
$
|
(3,581,243
|
)
|
$
|
(2,778,430
|
)
|
|||||||||
Common stock issued for cash
|
5,960,896
|
5,961
|
224,039
|
-
|
230,000
|
|||||||||||||||
Stock based compensation
|
3,955,037
|
3,955
|
746,664
|
-
|
750,619
|
|||||||||||||||
Stock based compensation - stock options
|
-
|
-
|
229,920
|
-
|
229,920
|
|||||||||||||||
Shares issued for settlement of debt and payables
|
22,415,429
|
22,415
|
3,234,320
|
-
|
3,256,735
|
|||||||||||||||
Issuance of warrants with debt (Note 11)
|
-
|
-
|
187,498
|
-
|
187,498
|
|||||||||||||||
Issuance of warrants for services (Note 11)
|
-
|
-
|
186,876
|
-
|
186,876
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(3,999,002
|
)
|
(3,999,002
|
)
|
|||||||||||||
Balance, September 30, 2016
|
40,689,486
|
$
|
40,689
|
$
|
5,603,772
|
$
|
(7,580,245
|
)
|
$
|
(1,935,784
|
)
|
|||||||||
Common stock issued for cash
|
1,162,870
|
1,163
|
113,837
|
-
|
115,000
|
|||||||||||||||
Common stock issued for cash - merger offering
|
10,353,967
|
10,354
|
224,681
|
-
|
235,035
|
|||||||||||||||
Stock based compensation
|
7,614,070
|
7,614
|
514,279
|
-
|
521,893
|
|||||||||||||||
Stock based compensation - stock options
|
-
|
-
|
420,830
|
-
|
420,830
|
|||||||||||||||
Shares issued for settlement of debt and payables
|
3,033,574
|
3,034
|
296,966
|
-
|
300,000
|
|||||||||||||||
Recapitalization as a result of reverse merger shares issued
|
23,873,000
|
23,873
|
(218,505
|
)
|
-
|
(194,632
|
)
|
|||||||||||||
Beneficial conversion feature on convertible debt
|
-
|
-
|
4,293
|
-
|
4,293
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(1,755,867
|
)
|
(1,755,867
|
)
|
|||||||||||||
Balance, September 30, 2017
|
86,726,967
|
$
|
86,727
|
$
|
6,960,153
|
$
|
(9,336,112
|
)
|
$
|
(2,289,232
|
)
|
For the Year
Ended September
30, 2017
|
For the Year
Ended September
30, 2016
|
|||||||
Cash flows used in operating activities:
|
||||||||
Net loss
|
$
|
(1,755,867
|
)
|
$
|
(3,999,002
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation
|
2,257
|
2,452
|
||||||
Amortization of debt discount
|
596
|
-
|
||||||
Stock -based compensation
|
52,253
|
30,132
|
||||||
Stock -based compensation - related parties
|
890,470
|
1,137,283
|
||||||
(Gain) loss on settlement of debt and accounts payable
|
(139,267
|
)
|
1,428,097
|
|||||
Accrued interest on notes payable
|
33,605
|
64,966
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
(6,995
|
)
|
-
|
|||||
Accounts payable and accrued liabilities
|
385,477
|
1,002,053
|
||||||
Accrued compensation to related parties
|
195,421
|
171,457
|
||||||
Net cash used in operating activities
|
(342,050
|
)
|
(162,562
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from notes payable, related parties
|
-
|
56,007
|
||||||
Proceeds from convertible notes payable
|
50,000
|
-
|
||||||
Proceeds from convertible notes payable, related parties
|
5,000
|
-
|
||||||
Proceeds from sale of common stock
|
350,035
|
230,000
|
||||||
Net cash provided by financing activities
|
405,035
|
286,007
|
||||||
Increase in cash
|
62,985
|
123,445
|
||||||
Cash – beginning of period
|
123,896
|
451
|
||||||
Cash – end of period
|
$
|
186,881
|
$
|
123,896
|
||||
Supplementary cash flow information:
|
||||||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
Non-cash investing and financing activities:
|
,
|
,
|
||||||
Debt and interest (non-convertible debt, related party) converted into common stock
|
$
|
-
|
$
|
254,500
|
||||
Accounts payable settled for common stock
|
$
|
100,000
|
$
|
36,225
|
||||
Accounts payable and accrued expenses settled for common stock - related parties
|
$
|
200,000
|
$
|
318,493
|
||||
Debt and interest (convertible debt, related party) converted into common stock
|
$
|
-
|
$
|
486,466
|
||||
Debt and interest (convertible debt) converted into common stock
|
$
|
-
|
$
|
920,452
|
||||
Convertible notes and accounts payable assumed in merger Issuance of warrants in debt settlement
|
$
|
194,632
|
$
|
-
|
· |
Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets.
|
· |
Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market.
|
· |
Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a company’s own assumptions about the inputs that market participants would use.
|
Year ended
September 30,
|
||||||||
2017
|
2016
|
|||||||
Convertible notes
|
12,214,236
|
466,471
|
||||||
Warrants
|
3,791,966
|
3,791,966
|
||||||
Potentially dilutive securities
|
16,006,202
|
4,258,437
|
September 30,
2017
|
September 30,
2016
|
|||||||
Computer equipment
|
$
|
7,351
|
$
|
7,351
|
||||
7,351
|
7,351
|
|||||||
Less: accumulated depreciation
|
(6,181
|
)
|
(3,924
|
)
|
||||
$
|
1,170
|
$
|
3,427
|
September 30,
2017
|
September 30,
2016
|
|||||||
Accounts payable
|
$
|
363,527
|
$
|
462,484
|
||||
Accrued consulting and brand endorsement fees
|
1,161,249
|
935,082
|
||||||
Accrued other
|
64,645
|
22,800
|
||||||
$
|
1,589,421
|
$
|
1,420,366
|
September 30,
2017
|
September 30,
2016
|
|||||||
Convertible note payable to brother of former CEO, including interest at 10%, due December 31, 2016, convertible at $0.49 per share. This note is in default as of September 30, 2017 and continues to accrue interest at 10%.
|
$
|
50,000
|
$
|
50,000
|
||||
Convertible note payable to former CEO, including interest at 10%, due December 31, 2017, convertible at $0.49 per share, currently in default.
|
50,000
|
50,000
|
||||||
Convertible notes payable, with a shareholder, dated May 5, 2017, including interest at 10%, due May 5, 2018, convertible into shares of the Company’s common stock at $0.0227 per share.
|
5,000
|
-
|
||||||
105,000
|
100,000
|
|||||||
Accrued interest
|
25,446
|
15,243
|
||||||
130,446
|
115,243
|
|||||||
Less current portion
|
(130,446
|
)
|
(57,017
|
)
|
||||
Long-term convertible notes payable, related parties
|
$
|
-
|
$
|
58,226
|
For the Year Ended
|
||||||||
September 30, 2017
|
September 30, 2016
|
|||||||
Computed “expected” tax expense
|
$
|
(597,000
|
)
|
$
|
(1,360,000
|
)
|
||
Increase (reduction) in income tax resulting from:
|
||||||||
Change in valuation allowance
|
330,000
|
420,000
|
||||||
State taxes, net of federal benefit
|
(46,000
|
)
|
(106,000
|
)
|
||||
Non-deductible losses and expenses
|
313,000
|
1,046,000
|
||||||
Total income tax
|
$
|
-
|
$
|
-
|
September 30, 2017
|
September 30, 2016
|
|||||||
Deferred tax asset attributed to:
|
||||||||
Net operating losses
|
$
|
1,980,000
|
$
|
1,650,000
|
||||
Less, valuation allowance
|
(1,980,000
|
)
|
(1,650,000
|
)
|
||||
Net deferred tax assets
|
$
|
-
|
$
|
-
|
Name
|
Age
|
Position
|
Since
|
|||
Robert Finigan
|
42
|
Chairman of the Board,
Chief Executive Officer and
Chief Financial Officer (Principal Executive Officer
and Principal Accounting Officer)
|
September 11, 2017
|
|||
Maurice E. Durschlag
|
54
|
Director
|
September 11, 2017
|
Name/ Principal
Position
|
Year
|
Salary
|
Option
Award
|
All Other
Compen-
sation
|
Total
Compen-
sation
|
|||||||||||||
Robert Finigan
(1)
|
2017
|
$
|
21,040
|
$
|
-
|
$
|
139,022
|
$
|
160,062
|
|||||||||
Chief Executive Officer
|
2016
|
$
|
5,592
|
$
|
-
|
$
|
51,041
|
$
|
56,633
|
|||||||||
Maurice Durschlag
(2)
|
2017
|
$
|
5,000
|
$
|
-
|
$
|
263,038
|
$
|
268,038
|
|||||||||
Chief Marketing Officer
|
2016
|
$
|
150,000
|
$
|
-
|
$
|
-
|
$
|
150,000
|
|||||||||
Derek Cahill
(3)
|
2017
|
$
|
90,000
|
$
|
-
|
$
|
-
|
$
|
90,000
|
|||||||||
Chief Executive Officer
|
2016
|
$
|
45,000
|
$
|
-
|
$
|
-
|
$
|
45,000
|
|||||||||
James Donahue
(4)
|
2017
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||
Chief Financial Officer
|
2016
|
$
|
-
|
$
|
-
|
$
|
12,500
|
$
|
12,500
|
(1) |
Mr. Finigan was appointed as Chief Executive Officer of HeadTrainer, Inc. on May 15, 2016. Total compensation does not include value of 1,500,000 options granted on May 15, 2016 which were cancelled at the September 11, 2017 Merger date.
|
(2) |
Mr. Durschlag was appointed as Marketing Officer of HeadTrainer, Inc. on September 15, 2017 and previously served as the Chairman of the Board of HeadTrainer in 2016 and 2017.
|
(3) |
Mr. Cahill accrued salary of $45,000 for his services as the president of TeleHealthCare, Inc., which he has forgiven the Company as part of the Merger.
|
(4) |
Mr. Donahue received 1,500,000 shares of common stock of the Company for services as Chief Financial Officer. The Company valued these shares at $12,500.
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expir-
ation
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
($)
|
||||||||||||||||||||||||||||
Robert Finigan,
CEO and
Director
(1)
|
-
|
-
|
-
|
-
|
-
|
1,000,000
|
$
|
22,700
|
-
|
-
|
||||||||||||||||||||||||||
Maurice E. Durschlag,
CMO and
Director
|
-
|
-
|
-
|
-
|
-
|
1,000,000
|
$
|
22,700
|
-
|
-
|
(1) |
On May 15, 2016, Mr. Finigan was granted options to purchase 1,500,000 shares of HeadTrainer, Inc (pre-Merger, private company) common stock at an exercise price of $0.0501 per shares, that expire on May 31, 2022. The options were cancelled at the Merger date on September 11, 2017.
|
Fees
Earned or
Paid in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All other
Compensation
($)
|
Total
($)
|
||||||||||||||||||||||
Robert Finigan
|
-
|
$
|
34,267
|
-
|
-
|
-
|
-
|
$
|
34,267
|
|||||||||||||||||||
Maurice Durschlag
|
-
|
$
|
50,000
|
-
|
-
|
-
|
-
|
$
|
50,000
|
ITEM 12. |
Title of Class
|
Name and Address of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
(4) & (5)
|
Percent of
Class
|
Common Stock
|
Steve Hall
(1)
1300 S. Mint St #405, Charlotte, NC 28203
|
18,201,454 Direct
|
18.1%
|
Common Stock
|
Devin Bosch
(2)
101 Montgomery, Suite 2650, San Francisco, CA 94104
|
16,129,132
Direct
|
15.8%
|
Common Stock
|
Maurice Durschlag
1800 Camden Road, #107-196, Charlotte, NC 28203
|
6,060,428 Direct
|
6.3%
|
Common Stock
|
Total Beneficial Holders as a
Group
|
40,391,014 Direct
|
40.2%
|
Title of Class
|
Name and Address of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
(4) (5)
|
Percent of
Class
|
Common Stock
|
Robert Finigan
|
4,078,492 Direct
(3)
|
4.1%
|
Common Stock
|
Maurice E. Durschlag
|
6,060,428 Direct
(3)
|
6.3%
|
Common Stock
|
Directors & Executive Officers
as a group (2 persons)
|
10,138,920 Direct
|
10.4%
|
(1)
|
Includes warrants to purchase 1,895,983 shares of common stock. Mr. Hall is an affiliate of Signature Sports Group, Inc.
|
|
(2)
|
Includes warrants to purchase 1,895,983 shares of common stock. Mr. Bosch is an affiliate of NUWA Group, LLC, of which Mr. Kevin Fickle is a member and shares owned are included in total.
|
|
(3)
|
Includes vested stock awards of 375,000 shares of common stock under Employment agreement dated September 15, 2017.
|
|
(4)
|
The beneficial owner has sole voting and investment power with respect to the shares shown.
|
|
(5)
|
All ownership is beneficial and of record, unless indicated otherwise.
|
● |
any director or executive officer of our company;
|
● |
any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
|
● |
any promoters and control persons; and
|
● |
any member of the immediate family (including spouse, parents, children, siblings and in laws) of any of the foregoing persons.
|
Friedman
|
TAAD
|
|||||||||||||||
Services
|
2017
|
2016
|
2017
|
2016
|
||||||||||||
Audit fees
|
$
|
35,000
|
$
|
20,000
|
$
|
4,500
|
$
|
8,280
|
||||||||
Audit-related fees
|
-
|
-
|
-
|
-
|
||||||||||||
Tax fees
|
-
|
-
|
-
|
-
|
||||||||||||
All other fees
|
-
|
-
|
-
|
-
|
||||||||||||
Total fees
|
$
|
35,000
|
$
|
20,000
|
$
|
4,500
|
$
|
8,280
|
2.1
|
|
Agreement and Plan of Merger by and among TeleHealthCare, Inc. (the “Company”), HeadTrainer, Inc. and HT Acquisition Corp.
(1)
|
3.1
|
Articles of Incorporation (2)
|
|
3.2
|
By-Laws (2)
|
|
4.1
|
|
Form of Series A Convertible Debenture
(1)
|
10.1
|
|
Form of Subscription Agreement for Series A Convertible Debenture
(1)
|
10.2
|
|
Form of Subscription Agreement for Common Stock
(1)
|
10.3
|
Form Note Agreement (2)
|
|
14.1
|
Code of Ethics (2)
|
|
Certification of Chief Executive Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act. *
|
||
Certification of Principal Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act. *
|
||
Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
|
*
|
Filed herewith.
|
(1)
|
Incorporated herein by reference from the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2017.
|
(2) |
Incorporated herein by reference from the Company’s Form S-1/A filed with the Securities and Exchange Commission on February 24, 2014.
|
By:
/s/ Robert Finigan
|
|
Robert Finigan
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
Date: March 20, 2018
|
By:
/s/ Robert Finigan
|
|
Robert Finigan
|
|
Chief Executive Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
Date: March 20, 2018
|
Signatures
|
Title(s)
|
Date
|
||
/s/ Robert Finigan
|
Chairman of the Board of Directors
|
Date: March 20, 2017
|
||
Robert Finigan
|
||||
/s/ Maurice Durschlag
|
Director
|
Date: March 20, 2017
|
||
Maurice Durschlag
|
1 Year XSport Global (CE) Chart |
1 Month XSport Global (CE) Chart |
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