Attached files
| file | filename |
|---|---|
| EX-31.1 - EXHIBIT 31.1 - Imerjn Inc. | ex31_1.htm |
| EX-32.1 - EXHIBIT 32.1 - Imerjn Inc. | ex32_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
|
x
|
ANNUAL REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
|
|
EXCHANGE ACT OF 1934
|
|
|
For the fiscal year ended July 31 , 2013
|
|
|
OR
|
|
|
o
|
TRANSITIOINAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|
|
EXCHANGE ACT OF 1934
|
|
|
For the transitional period from _____________ to ______________
|
Commission file number 333-169280
Xumanii International Holdings Corp.
(Exact name of registrant as specified in its charter)
|
NEVADA
|
90-0582397
|
|
|
(State or other jurisdiction of
incorporation or organization) |
(IRS Employer Identification No.)
|
9550 South Eastern Ave. Suite 253-A86
Las Vegas, Nevada 89123
(Address of principal executive offices, including zip code.)
800-416-5934
(telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|
Title of Class
|
Name of exchange in which registered
|
|
None
|
None
|
Securities registered pursuant to section 12(g) of the Act:
Common Stock, par value $0.00001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: Yes o No x
Indicate by check mark whether the registrant(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,”“accelerated filer” and “smaller reporting company” in Rule 12b-2 if the Exchange Act.
Large Accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter: July 31, 2013 is $2,439,000
As of October 29, 2013 the registrant had 271,610,552 shares issued and outstanding.
|
TABLE OF CONTENTS
|
||||
|
|
||||
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
||||
|
|
|
PART I
|
|
|
|
|
|
2
|
||
|
|
|
2
|
||
|
|
|
2
|
||
|
|
|
2
|
||
|
|
|
2
|
||
|
|
|
2
|
||
|
|
|
PART II
|
|
|
|
3
|
||||
|
|
|
4
|
||
|
4
|
||||
|
|
|
6
|
||
|
|
|
6
|
||
|
7
|
||||
|
|
|
7
|
||
|
|
|
9
|
||
|
|
|
PART III
|
|
|
|
|
|
9
|
||
|
|
|
12
|
||
|
|
|
13
|
||
|
|
|
14
|
||
|
|
|
14
|
||
|
|
|
PART IV
|
|
|
|
|
|
15
|
||
|
16
|
||||
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
CERTAIN TERMS USED IN THIS REPORT
When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Xumanii, International Holdings Corp (referred to as ‘Xumanii’). and its consolidated subsidiaries. “SEC” refers to the Securities and Exchange Commission.
1
PART I
General
We were incorporated in the State of Nevada on May 6, 2010. We are a development stage corporation and have not yet generated or realized any revenues from our business operations.
We maintain our statutory registered agent’s office at Nevada Corporate Headquarter, 101 Convention Center Drive, Suite 700 Las Vegas, Nevada 89109 and our mailing address and business office is located at 9550 South Eastern Ave. Suite 253-A86 Las Vegas, NV 89123. Our telephone number is 800-416-5934.
The Company's name and trading symbol were changed from Medora Corp. and MORA effective September 7, 2012 to Xumanii, Inc. and XUII, respectively. Subsequently the name was changed to Xumanii International Holdings Corp.
Until September 30, 2013, Xumanii was a platform that broadcasted live events in HD with a new technology that combines hardware and a software platform to broadcast from multiple cameras, wirelessly an event with an extremely low production cost. The hardware enables any cameras to broadcast their image in HD to a laptop nearby where the Xumanii Broadcast Manager software, receives all images and enables an operator to create a “live editing” and broadcast an event on the Xumanii.com platform. Xumanii allows content to be broadcasted as a Pay-Per-View model, generating revenues from consumers directly or as a “FREE” content model, generating revenues from advertisement, product placements and sponsorship.
The new business plan subsequent to the October 1 acquisition of Trakkers is related to RFID, other tracking technologies and other technologies. The company’s new website is www.imerjn.com.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
None.
Our business office is located at 9550 South Eastern Ave. Suite 253-A86 Las Vegas, NV 89123.
We are not presently a party to any litigation.
Not applicable.
2
PART II
Market Information
Our common stock had been quoted on the OTC Bulletin Board since May 3, 2011 under the symbol “MORA.OB”. Our name and trading symbol were subsequently changed effective September 7, 2012 to Xumanii, Inc. and XUII respectively. The name was later changed to Xumanii International Holdings Corp.
The following table sets forth the high and low bid prices for our Common Stock per quarter as reported by the OTCBB for the quarterly periods indicated below based on our fiscal year end of July 31, 2013. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.
|
High
|
Low
|
|
|
First Quarter (August 1, 2012 – October31, 2012)
|
$0
|
$0
|
|
Second Quarter (November 1, 2012 – January 31, 2013)
|
$0.10
|
$.10
|
|
Third Quarter (February 1, 2013 – April 30, 2013)
|
$.10
|
$.10
|
|
Fourth Quarter (May 1, 2013 – July 31, 2013)
|
$.68
|
$.68
|
Holders
As of July 31, 2013, we had 5 shareholders of our common stock, and 15,000 beneficial shareholders.
Dividends
To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to our offering. Although we intend to retain our earnings, if any, to finance the expansion and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.
Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.
Stock Option Grants
To date, we have not granted any stock options.
Registration Rights
We have not granted registration rights to the selling shareholders or to any other persons.
3
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
The following provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements. See “Cautionary Statement on Forward-Looking Information.”
We are a development stage corporation and have not yet generated or realized any revenues from our business operations.
Our auditors have raised substantial doubt as to our ability to continue as an on-going business for the next 12 months. We have not generated any revenue from the live event broadcasting. However, with the subsequent acquisition of Trakkers on October 1 there is over $1 million revenue on an annual basis and access to some cash flows from operations.
To meet our need for cash we have raised $1,503,590 in loans from third parties during the year 2013 and more funds subsequent to July 31, 2013. At the present time, we have not made any arrangements to raise additional cash, other than from the loans that have been received.
Plan of Operation
The new business plan subsequent to the October 1 acquisition of Trakkers is related to RFID, other tracking technologies and other technologies. The company’s new website is www.imerjn.com.
Limited Operating History; Need for Additional Capital
We anticipate that we will need to meet our ongoing cash requirements through the generation of revenue or equity and/or debt financing.
Results of Operations
From Inception on May 6, 2010 to July 31, 2013
During the period from May 6, 2010 (inception) to July 31, 2013, we incorporated the company, hired the auditor, and hired the attorney for the preparation of our registration statement. We have prepared an internal business plan. Our net loss since inception is $1,791,325.
4
At inception, we sold 192,500,000 shares of common stock to our former sole officer and director, Dr. Jehovan Owayne Fairclough for approximately $7,025. On June 10, 2010, Fairclough appointed Craig McKenzie as his replacement by way of board resolution as the president, chief executive officer, chief financial officer, treasurer, secretary and sole member of the board of directors. On June 10, 2010, Fairclough resigned as the president, chief executive officer, chief financial officer, treasurer, secretary and sole member of the board of directors and sold to Craig McKenzie his 192,500,000 shares of common stock for $7,025 in a private transaction.
These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the foregoing investors had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.
During the period from May 6, 2010 (inception) to July 31, 2013, we sold 148,800,300 shares of our common stock for $33,951 to forty-two (42) investors.
We issued these shares in reliance on the safe harbor provided by Regulation S promulgated under the Securities Act of 1933, as amended. These investors who received the securities represented and warranted that they are not “U.S. Persons” as defined in Regulation S. In the alternative, the issuance of these shares was exempt from registration pursuant to Section 4(2) of the Securities Act. We made this determination based on the representations of the Shareholders which included, in pertinent part, that such shareholders were either (a) “accredited investors” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, or (b) not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S under the Act, and that such shareholders were acquiring our common stock, for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution thereof, and that the Shareholders understood that the shares of our common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.
Lack of Revenues
We have limited operational history. From our inception on May 6, 2010 to July 31, 2013, we did not generate any revenues.
5
Operating Expenses
Total operating expense, which included general and administrative expenses for our fiscal year ended July 31, 2013 were $1,526,562, compared to $215,761 during our fiscal year ended July 31, 2012, an increase of $1,310,801. This increase included sign on bonuses and payroll expenses for employees employed during the current year, as well as increased legal and accounting fees relating to the change in plan of operations from prior year.
Net Loss
For the period from May 6, 2010 (inception) to July 31, 2013, we incurred a net loss of $1,791,325.
Liquidity and Capital Resources
As of July 31, 2013, our total assets were $103,227, comprised cash and fixed assets, and our total liabilities were $1,810,771, comprised of third-party loans and note payable of $1,761,191 and accounts payable of $49,580.
We anticipate that we will meet our ongoing cash requirements through the generation of revenue and equity or debt financing.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
|
Xumanii International Holdings Corp. (formerly Xumanii, Inc.) For the years ended July 31, 2013 and 2012
|
||
|
|
F-1
|
|
|
F-2
|
||
|
F-3
|
||
|
F-4
|
||
|
F-5
|
||
|
F-6
|
6
To the Board of Directors
Xumanii, International Holdings Corp.
(formerly Xumanii, Inc.)
(Development Stage Company)Las Vegas, Nevada
We have audited the accompanying balance sheets of Xumanii International Holdings Corp..(“Xumanii” or the “Company”) (Development Stage Company) as of July 31, 2013 and 2012, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years ended July 31, 2013 and 2012, and the period from May 6, 2010 (inception) to July 31, 2013. 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 audits to obtain reasonable assurance 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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 Xumanii as of July 31, 2013 and 2012, and the results of its operations and its cash for the years ended July 31, 2013 and 2012 and the period from May 6, 2010 (inception) to July 31, 2013, 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 2 to the financial statements, as of July 31, 2013, the Company has an accumulated deficit, limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs for the next twelve-month period, which raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ GBH CPAs, PC
GBH CPAs, PC
www.gbhcpas.com
Houston, Texas
October 29, 2013
F-1
|
Xumanii International Holdings Corp
(formerly Xumanii, Inc.)
|
||||
|
(a Development Stage Company)
|
||||
|
As of July 31, 2013 and 2012
|
|
July 31, 2013
|
July 31, 2012
|
|||||||
|
ASSETS
|
||||||||
|
Current assets
|
||||||||
|
Cash
|
$ | 38,170 | $ | 8,725 | ||||
|
Prepaid expenses
|
12,276 | - | ||||||
|
Total current assets
|
50,446 | 8,725 | ||||||
|
Fixed assets, net
|
52,781 | 14,955 | ||||||
|
Total assets
|
$ | 103,227 | $ | 23,680 | ||||
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
|
Current liabilities
|
||||||||
|
Accounts payable & accrued liabilities
|
$ | 49,580 | $ | 5,517 | ||||
|
Advances from related parties
|
48,250 | 41,850 | ||||||
|
Loans payable
|
1,070,699 | 200,100 | ||||||
|
Note payable
|
642,242 | - | ||||||
|
Total current liabilities
|
1,810,771 | 247,467 | ||||||
|
Commitment and contingencies
|
||||||||
|
Stockholders' deficit
|
||||||||
|
Series A preferred stock, $0.00001 par value; 100,000,000 shares authorized;
|
||||||||
|
zero share issued and outstanding
|
- | - | ||||||
|
Series B preferred stock, $0.00001 par value; 100,000,000 shares authorized;
|
||||||||
|
zero share issued and outstanding
|
- | - | ||||||
|
Common stock, $0.00001 par value; 450,000,000 shares authorized;
|
||||||||
|
271,610,552 and 341,300,300 shares issued and outstanding, respectively
|
2,716 | 3,413 | ||||||
|
Additional paid-in capital
|
81,065 | 37,563 | ||||||
|
Deficit accumulated during development stage
|
(1,791,325 | ) | (264,763 | ) | ||||
|
Total stockholders' deficit
|
(1,707,544 | ) | (223,787 | ) | ||||
|
Total liabilities and stockholders' deficit
|
$ | 103,227 | $ | 23,680 | ||||
The accompanying notes are an integral part of these financial statements.
F-2
|
Xumanii International Holdings Corp
(formerly Xumanii, Inc.)
|
|||||
|
(a Development Stage Company)
|
|||||
|
For the Years Ended July 31, 2013 and 2012 and for the Period from May 6, 2010 (Inception) to July 31, 2013
|
|
For the Period
|
||||||||||||
|
For the Year
|
For the Year
|
from May 6, 2010
|
||||||||||
|
Ended July 31,
|
Ended July 31,
|
(inception) to
|
||||||||||
|
2013
|
2012
|
July 31, 2013
|
||||||||||
|
Operating expenses:
|
||||||||||||
|
General and administrative
|
$ | 1,086,889 | $ | 58,459 | $ | 1,148,706 | ||||||
|
Consulting
|
181,229 | 142,427 | 345,253 | |||||||||
|
Legal and accounting
|
196,644 | 14,750 | 233,016 | |||||||||
|
Transfer agent fees
|
960 | 125 | 3,510 | |||||||||
|
Total operating expenses
|
1,465,722 | 215,761 | 1,730,485 | |||||||||
|
Other expense:
|
||||||||||||
|
Interest expense
|
60,840 | - | 60,840 | |||||||||
|
Net loss
|
$ | (1,526,562 | ) | $ | (215,761 | ) | $ | (1,791,325 | ) | |||
|
Weighted average common shares outstanding - basic and diluted
|
271,610,552 | 341,300,300 | ||||||||||
|
Net loss per common share - basic and diluted
|
$ | (0.01 | ) | $ | (0.00 | ) | ||||||
The accompanying notes are an integral part of these financial statements.
F-3
|
Xumanii International Holdings Corp
(formerly Xumanii, Inc.)
|
|||||||||||||||||
|
(a Development Stage Company)
|
|||||||||||||||||
|
For the Period from May 6, 2010 (inception) to July 31, 2013
|
|
Deficit
|
||||||||||||||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||||||||||||||
|
Additional
|
During the
|
|||||||||||||||||||||||||||||||||||
|
Preferred Stock A
|
Preferred Stock B
|
Common Stock
|
Paid-In
|
Development
|
||||||||||||||||||||||||||||||||
|
Shares
|
Par
|
Shares
|
Par
|
Shares
|
Par
|
Capital
|
Stage
|
Total
|
||||||||||||||||||||||||||||
|
Balance – May 6, 2010 (inception)
|
- | $ | - | - | $ | - | 192,500,000 | $ | 1,925 | $ | 5,100 | $ | - | $ | 7,025 | |||||||||||||||||||||
|
Common stock issued for cash
|
77,252,632 | 773 | 20,296 | 21,069 | ||||||||||||||||||||||||||||||||
|
Net loss
|
(4,110 | ) | (4,110 | ) | ||||||||||||||||||||||||||||||||
|
Balances – July 31, 2010
|
- | - | - | - | 269,752,632 | 2,698 | 25,396 | (4,110 | ) | 23,984 | ||||||||||||||||||||||||||
|
Common stock issued for cash
|
71,547,668 | 715 | 12,167 | 12,882 | ||||||||||||||||||||||||||||||||
|
Net loss
|
(44,892 | ) | (44,892 | ) | ||||||||||||||||||||||||||||||||
|
Balances – July 31, 2011
|
- | - | - | - | 341,300,300 | 3,413 | 37,563 | (49,002 | ) | (8,026 | ) | |||||||||||||||||||||||||
|
Net loss
|
(215,761 | ) | (215,761 | ) | ||||||||||||||||||||||||||||||||
|
Balances – July 31, 2012
|
- | - | - | - | 341,300,300 | 3,413 | 37,563 | (264,763 | ) | (223,787 | ) | |||||||||||||||||||||||||
|
Imputed interest
|
42,805 | 42,805 | ||||||||||||||||||||||||||||||||||
|
Common stock cancellation
|
(69,689,748 | ) | (697 | ) | 697 | - | ||||||||||||||||||||||||||||||
|
Net loss
|
(1,526,562 | ) | (1,526,562 | ) | ||||||||||||||||||||||||||||||||
|
Balances – July 31, 2013
|
- | $ | - | - | $ | - | 271,610,552 | $ | 2,716 | $ | 81,065 | $ | (1,791,325 | ) | $ | (1,707,544 | ) | |||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
F-4
|
Xumanii International Holdings Corp
(formerly Xumanii, Inc.)
|
||||||||
|
(a Development Stage Company)
|
||||||||
|
For the Years Ended July 31, 2013 and 2012 and for the Period from May 6, 2010 (Inception) to July 31, 2013
|
|
For the Period
|
||||||||||||
|
For the Year
|
For the Year
|
from May 6, 2010
|
||||||||||
|
Ended July 31,
|
Ended July 31,
|
(inception) to
|
||||||||||
|
2013
|
2012
|
July 31, 2013
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
|
Net loss
|
$ | (1,526,562 | ) | $ | (215,761 | ) | $ | (1,791,325 | ) | |||
|
Adjustments to reconcile net loss to net cash used in
|
||||||||||||
|
operating activities:
|
||||||||||||
|
Depreciation expense
|
19,242 | 500 | 19,742 | |||||||||
|
Imputed interest
|
42,805 | - | 42,805 | |||||||||
|
Changes in operating assets and liabilities:
|
- | - | - | |||||||||
|
Prepaid expenses
|
(12,276 | ) | - | (12,276 | ) | |||||||
|
Accounts payable & accrued liabilities
|
44,063 | (58 | ) | 49,580 | ||||||||
|
Net cash used in operating activities of operations
|
(1,432,728 | ) | (215,319 | ) | (1,691,474 | ) | ||||||
|
CASH FLOW INVESTING ACTIVITIES
|
||||||||||||
|
Purchase of fixed assets
|
(57,068 | ) | (15,455 | ) | (72,523 | ) | ||||||
|
Net cash used in investing activities
|
(57,068 | ) | (15,455 | ) | (72,523 | ) | ||||||
|
CASH FLOW FINANCING ACTIVITIES
|
||||||||||||
|
Proceeds from issuance of common stock
|
- | 40,976 | ||||||||||
|
Proceeds from loans payable
|
1,470,720 | 200,100 | 1,670,820 | |||||||||
|
Proceeds from related party loans payable
|
110,982 | - | 110,982 | |||||||||
|
Repayments on related party loans payable
|
(68,861 | ) | - | (68,861 | ) | |||||||
|
Common stock issued for cash
|
- | - | - | |||||||||
|
Related party advances
|
6,400 | 39,354 | 48,250 | |||||||||
|
Net cash provided by financing activities
|
1,519,241 | 239,454 | 1,802,167 | |||||||||
|
NET CHANGE IN CASH
|
29,445 | 8,680 | 38,170 | |||||||||
|
CASH AT BEGINNING OF PERIOD
|
8,725 | 45 | - | |||||||||
|
CASH AT END OF PERIOD
|
$ | 38,170 | $ | 8,725 | $ | 38,170 | ||||||
|
SUPPLEMENTAL INFORMATION:
|
||||||||||||
|
Interest paid
|
$ | 18,035 | $ | - | $ | 18,035 | ||||||
|
Income tax paid
|
$ | - | $ | - | $ | - | ||||||
|
NONCASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||||||
|
Conversion from loans payable to note payable
|
$ | 642,242 | $ | - | $ | 642,242 | ||||||
The accompanying notes are an integral part of these financial statements.
F-5
Xumanii, International Holdings Corp
(formerly Xumanii, Inc.)
(A Development Stage Company)NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Xumanii International Holdings Corp. (the “Company” or “Xumanii”) (formerly Xumanii, Inc.).)(A Development Stage Company) was incorporated in Nevada on May 6, 2010.
On July 11, 2012, the sole Board of Director and the majority shareholder of the Company approved and consented in writing in lieu of a special meeting of the Board of Directors and a special meeting of the Stockholders to the following actions:
|
-
|
An amendment to the Company’s Articles of Incorporation to increase the number of shares of the authorized common stock from 100,000,000 to 450,000,000;
|
|
-
|
An amendment to the Company’s Articles of Incorporation to create 100,000,000 shares of “blank check” preferred stock; and
|
|
-
|
An amendment to the Company’s Articles of Incorporation to effect a change of the Company’s name from “Medora Corp.” to “Xumanii, Inc.” then to Xumanii International Holdings Corp in 2013.
|
In October 2013, the Company acquired Trakkers, LLC from Tesselon, LLC (an Inova company) for $2 million in preferred stock of Xumanii.
The new business plan subsequent to the October acquisition of Trakkers is related to RFID, other tracking technologies and other technologies. The Company’s new website is www.imerjn.com.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Basic and Diluted Earnings (Loss) Per Common Share
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For all periods presented, there were no potentially dilutive securities outstanding.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
F-6
Fixed Assets
Fixed assets are stated at cost. Depreciation is computed over the estimated useful lives of the related assets using the straight-line method for financial reporting purposes.
Expenditures for normal repairs and maintenance are charged to expense as incurred. Significant renewals and improvements are capitalized. The cost and related accumulated depreciation of assets retired or otherwise disposed of are eliminated from the accounts, and any resulting gain or loss is recognized in the year of disposal.
During the year ended July 31, 2013, the Company acquired certain office equipment and computers totaled $57,068 and recorded depreciation expense of $19,242 using a useful life of three years.
Income Taxes
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes a deferred tax asset for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
Subsequent Events
The Company has evaluated all transactions from July 31, 2013 through the financial statement issuance date for subsequent event disclosure consideration.
Recently Issued Accounting Pronouncements
The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.
NOTE 2 – GOING CONCERN
These financial statements have been prepared on a going concern basis, which implies Xumanii will continue to meet its obligations and continue its operations for the next fiscal year. As of July 31, 2013, the Company has an accumulated deficit of $1,791,325, limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs for the next twelve month period. The Company’s sole officer and director is unwilling to loan or advance any additional capital to the Company, except for the costs associated with the preparation and filing of reports with the Securities and Exchange Commission (“SEC”). These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of Xumanii as a going concern is dependent upon financial support from its stockholders, the ability of Xumanii to obtain necessary equity financing to continue operations, and the attainment of profitable operations. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Xumanii be unable to continue as a going concern.
F-7
NOTE 3 – RELATED PARTY TRANSACTIONS
As of July 31, 2013, there were $48,250 of related party advances.
As of July 31, 2012, the Company had a payable to the Company’s former president, Mr. Craig McKenzie, in the amount of $41,850 that was used for payment of expenses on behalf of the Company. The amount has been paid off.
NOTE 4 – LOANS PAYABLE AND NOTE PAYABLE
To date, the Company received $1,670,820 from a third party. This includes a convertible note of $642,242, with an interest rate of 5%, is unsecured, and is due in December 2013. The remainder was an advance that did not have specific terms so $42,805 of interest was imputed. The note was considered for derivative and beneficial conversion features and no additional accounting treatment was required. Since the note isn’t convertible until 12/31 the number of shares at that point can’t be determined yet.
NOTE 5 – INCOME TAXES
The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. Since inception, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry- forward is $1,791,325 at July 31, 2013, and will begin to expire in the year 2030.
At July 31, 2013 and 2012, deferred tax assets consisted of the following:
|
2013
|
2012
|
|||||||
|
Deferred tax assets (net operating
loss carry-forwards) |
$ |
609,050
|
$ |
89,000
|
||||
|
Less: valuation allowance
|
( 609,050
|
) |
(89,000
|
) | ||||
|
Net deferred tax asset
|
$ | - | $ | - | ||||
NOTE 6 – EQUITY TRANSACTIONS
On October 4, 2012, the sole Board of Director and the majority shareholder of the Company approved and consented in writing in lieu of a special meeting of the Board of Directors and a special meeting of the Stockholders to a 5.5-for-1 forward stock split of the issued and outstanding shares of the Company’s Common Stock, bringing the total issued and outstanding Common shares from 49,383,737 to 271,610,552. The Company’s financial statements have been retroactively restated to incorporate the effect of the forward split.
Subsequently 69,689,748 shares were cancelled and returned to treasury stock.
F-8
NOTE 7 – SUBSEQUENT EVENTS
In October 2013, the Company acquired Trakkers, LLC from Tesselon, LLC (an Inova company) for $2 million in class A preferred stock of Xumanii.
Trakkers has developed its own proprietary RFID scanners (named "Mi"). The "Mi" has some unique features including the ability to scan RFID, 1 & 2 dimensional bar codes and mag stripes - all from one device approximately the size of a smart phone. The Mi also has a touch screen and a GPRS capability (scanned data can be sent over mobile phone networks to any location). Trakkers is currently generating revenue by providing the scanners to major trade shows where they are used as lead retrieval devices. Trakkers devices have been used at many of the biggest trade shows in the United States including CES, Comicon and many more.
Subsequent to the year-end, the Company received an additional $50,000 from third-party equity lenders. This advance bears interest at various rates, is unsecured, and has various terms of repayment.
F-9
There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. Our financial statements for the year ended July 31, 2013, included in this report have been audited by GBH CPAs, PC, as set forth in this annual report.
Evaluation of Disclosure Controls and Procedures
We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the "Evaluation"), under the supervision and with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls") as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.
The material weakness relates to the monitoring and review of work performed by our limited accounting staff in the preparation of financial statements, footnotes and financial data provided to our independent registered public accounting firm in connection with the annual audit. More specifically, the material weakness in our internal control over financial reporting is due to the fact that:
|
-
|
The Company lacks proper segregation of duties. We believe that the lack of proper segregation of duties is due to our limited resources.
|
|
-
|
The Company does not have a comprehensive and formalized accounting and procedures manual.
|
Limitations on the Effectiveness of Controls
Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.
7
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
CEO and CFO Certifications
Certifications of our Chief Executive Officer and the Chief Financial Officer are filed as exhibits to this Annual Report on Form 10-K. These certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). Item 9A of this annual report on Form 10-K, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company's internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2013. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, as of July 31, 2013, the Company's internal control over financial reporting were not effective. It is common for small companies to not meet this requirement as it requires an audit committee and significant expenses to be compliant with Sarbanes Oxley.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.
8
Changes in Internal Controls
There were no changes in our internal control over financial reporting during the fiscal year ended July 31, 2013 that have affected, or are reasonably likely to affect, our internal control over financial reporting.
None.
PART III
Officers and Directors
Our directors will serve until his successor is elected and qualified. Our sole officer is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.
The name, address, age and position of our officers and directors are set forth below:
|
Name
|
Age
|
Position with the Company
|
Director Since
|
|
Alexandre Frigon (1)
|
32
|
Former CEO, CFO, President, & Director
|
April 30, 2012
|
|
Adam Radly
|
45
|
President, Treasurer, Director
|
October 1, 2013
|
(1) On April 30, 2012, Mr. Alexandre Frigon was appointed to the Board of Directors and on May 30, 2012 he was appointed president, principal accounting officer, principal executive officer, principal financial officer, secretary, treasurer and sole member of our board of directors. He resigned September 30 and was replaced by Adam Radly.
Background of officers and directors
Alexandre Frigon
On April 30, 2012, Mr. Alexandre Frigon was appointed to the Board of Directors and on May 30, 2012 he was appointed president, principal accounting officer, principal executive officer, principal financial officer, secretary, treasurer and sole member of our board of directors.
On October 1, 2013 Adam Radly was appointed as President, Secretary, Treasurer and Director.
Mr. Radly is Chief Executive Officer of Inova Technology. Mr. Radly was previously the founder and CEO of Isis Communications. While he was CEO of Isis, the company’s revenue increased from zero to $22 million. He also complete an IPO for Isis raising A$50 million. During his tenure, Isis completed eight acquisitions, and raised an additional $30 million from U.S. institutional investors in a secondary offering. Isis later merged with AAV Ltd. Mr. Radly has subsequently done 8 other acquisitions and numerous financing transactions
9
None of the companies referred to above are parents, subsidiary corporations or other affiliates of the Company.
During the past ten years, neither Mr. Frigon nor Mr. Radly has not been the subject of the following events:
1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
2. Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;
i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or anassociated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
ii) Engaging in any type of business practice; or
iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
4. The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;
5. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6. Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
10
i) Any Federal or State securities or commodities law or regulation; or
ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Transactions with Related Persons, Promoters and Certain Control Persons
Audit Committee Financial Expert
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.
Audit Committee and Charter
We have a separately-designated audit committee of the board. Audit committee functions are performed by our board of directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of the Charter was filed as Exhibit 99.2 on Form 10-K November 1, 2011and is herein incorporated by reference.
Code of Ethics
We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics was filed as Exhibit 14.1 on Form 10-K on November 1, 2011and is herein incorporated by reference.
11
Disclosure Committee and Charter
We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of the disclosure committee charter was filed as Exhibit 99.3 in Form 10-K on November 1, 2011 and is herein incorporated by reference.
Section 16(a) of the Securities Exchange Act of 1934
As of the date of this report, we are not subject to Section 16(a) of the Securities Exchange Act of 1934.
The following table sets forth the compensation paid by us through July 31, 2013 for our sole officer. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.
EXECUTIVE OFFICER COMPENSATION TABLE
The following table sets forth Executive officer compensation as of the fiscal year ended July 31, 2013:
|
Name
|
Fees
Earned
or Paid
in Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
||||||||
|
Alex Frigon
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
||||||||
|
Adam Radly
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
(1) Mr. Frigon was appointed President, Secretary, Treasurer and Director on April 30, 2012 and resigned September 30, 2013.
We have no employment agreement with of our officer. We do not contemplate entering into any employment agreements until such time as we begin profitable operations. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers.
There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.
12
Compensation of Directors
The member of our board of directors is not compensated for her services as a director. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts.
DIRECTOR’S COMPENSATION TABLE
The following table sets forth director compensation as of the fiscal year ended July 31, 2013:
|
Name
|
Fees
Earned
or Paid
in Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
||||||||
|
Alex Frigon
(1)
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
||||||||
|
Adam Radly
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
(1) Mr. Frigon was appointed President, Secretary, Treasurer and Director on April 30, 2012 and resigned September 30, 2013.
The following table sets forth, as of the date of this report, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares.
|
NAME AND ADDRESS OF
BENEFICIAL OWNER (1)
|
AMOUNT AND NATURE
OFBENEFICIAL OWNERSHIP
|
PERCENT OF CLASS (2)
|
|
Alex Frigon
President, Secretary, Treasurer
and Director
|
192,500,000 (common stock)
|
71%
|
|
All officers and directors as a
group (1 person)
|
192,500,000
|
71%
|
(1) Unless otherwise noted, the address of each person listed is c/o Xumanii, 7 Wareham Road, Kingston, Jamaica.
(2) This table is based on 271,610,552 shares of common stock issued and outstanding on July 31, 2013.
A total of 271,610,552 shares of common stock are issued and outstanding.
There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There are 5 holders of record for our common stock.
13
During the year ended July 31, 2013, we issued a total of 192,500,000 shares of common stock to Alex Frigon, our former officer and director.
Audit Fees
For the Company’s fiscal years ended July 31, 2013 and 2012, we were billed approximately $16,500 and $16,500 for professional services rendered for the audit and quarterly reviews of our financial statements.
Audit Related Fees
None.
Tax Fees
None.
All Other Fees
None.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:
-approved by our audit committee; or
-entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.
We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors.
14
The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees were pre- approved. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.
PART IV
|
|
|
Incorporated by reference
|
|
||
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
Filed
herewith
|
|
|
|||||
|
|
|
|
|
|
|
|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
X
|
|
101
|
Interactive Data Files
|
||||
|
101.INS – XBRL Instance Document
|
|||||
|
101.SCH - XBRL Taxonomy Schema
|
|||||
|
101.CAL - XBRL Taxonomy Calculation Linkbase
|
|||||
|
101.DEF - XBRL Taxonomy Definition Linkbase
|
|||||
|
101.LAB - XBRL Taxonomy Label Linkbase
|
|||||
|
101.PRE - XBRL Taxonomy Presentation Linkbase
|
|||||
15
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form 10-K and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, NV on this 29th day of October 2013.
|
Xumanii International Holdings Corp
|
||
|
BY:
|
Adam Radly
|
|
|
Adam Radly
|
||
|
President, Treasurer, Director
|
||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.
|
Signature
|
Title
|
Date
|
|
/s/Adam Radly
|
President, Treasurer, Director
|
October 29, 2013
|
|
Adam Radly
|
16