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EX-31.2 - HPIL HOLDINGexhibit312-10kdecember312013.htm
EX-31.1 - HPIL HOLDINGexhibit311-10kdecember312013.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(mark one)

 

[ x ]Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2013

 

or

 

[  ]Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from _______________ to _______________

 

Commission file number: 333-121787

 

HPIL HOLDING

(Exact name of registrant as specified in its charter)

 

Nevada

20-0937461

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

Identification No.)

 

7075 Gratiot Road, Suite One, Saginaw, MI 48609  

(Address of Principal Executive Offices)(Zip Code)

 

(248) 750-1015

(Registrant’s telephone number, including area code)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

None

 

Securities registered under Section 12(g) of the Exchange Act:

 

Common Stock, $0.0001 par value per share

 

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes    ¨          No     

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes    ¨          No     

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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 days.


 

 

Yes    x          No     ¨ 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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   ¨ 

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

¨

 

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 of the Exchange Act.

 

Large accelerated filer   ¨ 

Accelerated filer ¨ 

Non-accelerated filer     ¨  (Do not check if smaller reporting company)

Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)

Yes    ¨          No     

 

The aggregate market value of the registrant's voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2013, the last day of the registrant’s most recently completed second fiscal quarter, was $18,500,025.  This value was computed by reference to the price at which the registrant’s common stock was last sold as of June 30, 2013 and excludes the market value of the registrant’s voting and non-voting common stock beneficially owned by directors and executive officers of the registrant.  These determinations and the underlying assumptions should not be deemed to constitute an admission that all directors and executive officers are, in fact, affiliates of the registrant, or that there are no other persons who may be deemed to be affiliates of our company.  Further information concerning shareholdings of our directors, executive officers and beneficial owners of more than 5% of the registrant’s outstanding common stock is included in Part III, Item 12 of this Annual Report on Form 10-K.

 

As of April 15, 2014, the registrant had 56,896,000 shares of Common Stock, $0.0001 par value, issued and outstanding.

 

NO DOCUMENTS INCORPORATED BY REFERENCE

 


 

 

HPIL Holding

 

2013 FORM 10-K ANNUAL REPORT

 

TABLE OF CONTENTS

 

PART I

 

1

ITEM 1.

Business

2

ITEM 1A.

Risk Factors

4

ITEM 1B.

Unresolved Staff Comments

4

ITEM 2.

Properties

5

ITEM 3.

Legal Proceedings

5

ITEM 4.

Mine Safety Disclosures

5

PART II

 

5

ITEM 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

5

ITEM 6.

Selected Financial Data

7

ITEM 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

7

ITEM 7A.

Quantitative and Qualitative Disclosures about Market Risk

8

ITEM 8.

Consolidated Financial Statements and Supplementary Data

9

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

20

ITEM 9A. 

Controls and Procedures

20

ITEM 9B.

Other Information

21

PART III

 

21

ITEM 10.

Directors, Executive Officers and Corporate Governance

21

ITEM 11.

Executive Compensation

26

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

26

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

27

ITEM 14.

Principal Accounting Fees and Services

27

PART IV

 

28

ITEM 15.

Exhibits, Financial Statement Schedules

28

 

(i)

 


 

 

 

 

 

PART I

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This 2013 Annual Report on Form 10-K, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains “forward-looking statements” that include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources.  These forward-looking statements include, without limitation, statements regarding: proposed new products or services; our statements concerning litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; our financing plans or growth strategies; and other similar expressions concerning matters that are not historical facts.  Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes” and “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

 

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to:

 

 

·

our inability to raise additional funds to support operations and capital expenditures;

 

 

·

our inability to achieve greater and broader market acceptance of our products and services in existing and new market segments;

 

 

·

our inability to achieve manufacturing and distribution of our products and scaling and delivery of our services in efficient manners;

 

 

·

our inability to successfully compete against existing and future competitors;

 

 

·

our inability to manage and maintain the growth of our business;

 

 

·

our inability to protect our intellectual property rights; and

 

 

·

other factors discussed under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws.  If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

1


 
 

 

 

 

ITEM 1.

BUSINESS

 

With respect to this discussion, the terms “we” “us” “our” and the “Company” refer to HPIL Holding.

 

(a)

Business Background.

 

HPIL Holding and its subsidiaries (“we”, “us”, “our”, or the “Company”) is a development stage company originally incorporated on February 17, 2004 in the state of Delaware under the name TNT Designs, Inc.  On October 7, 2009, we merged with and into Trim Nevada, Inc., a Nevada corporation, for the purpose of changing our domicile from Delaware to Nevada. As part of the merger, we changed our name to Trim Holding Group.

 

On May 22, 2012, we changed our name to HPIL Holding to more fully reflect our current business operations.

 

On July 18, 2012, we changed our business plan.  We then began focusing on making investments in companies, whether they are public or private enterprises in differing business sectors, which continues to be a focus of the Company today.  The Company does not restrict the target companies to any specific business, industry or geographical location and thus seeks to acquire a variety of businesses.  Further, the Company evaluates the acquisition of intellectual properties and technologies for investment, with a particular interest in the healthcare and environmental quality sectors.

 

On September 10, 2012, the Company organized six new subsidiary companies.  Each of these subsidiary companies is wholly owned (100%) by the Company and is incorporated in Nevada.  The names of the subsidiary companies are HPIL HEALTHCARE Inc., HPIL ENERGYTECH Inc., HPIL WORLDFOOD Inc., HPIL REAL ESTATE Inc., HPIL GLOBALCOM Inc. and HPIL ART&CULTURE Inc.  These companies were organized to satisfy the various growth strategies of the Company.

 

HPIL HEALTHCARE Inc. was organized to facilitate investments in the health care sector.  HPIL ENERGYTECH Inc. was organized to facilitate investments in the energy sector.  HPIL WORLDFOOD Inc. was organized to facilitate investments in the food sector.  HPIL REAL ESTATE Inc. was organized to facilitate investments in the real estate sector.  HPIL GLOBALCOM Inc. was organized to facilitate investments in the communication sector and HPIL ART&CULTURE Inc. was organized to facilitate investments in the art and culture sector.

 

Such investments may be made in the United States and worldwide.

 

On October 16, 2012, the Company's wholly owned subsidiary HPIL HEALTHCARE Inc. was approved to develop certain patents and related business and product owned by the Company related to a “Massage Vibrator for the Relief of Aches and Pain”, and to begin manufacture the Stimulating Massage Device in accordance with the patents.

 

On November 27, 2012, the Company's wholly owned subsidiary HPIL ART&CULTURE Inc. entered into a Cooperation Agreement with the World Traditional Fudokan Shotokan Karate-Do Federation (“WTFSKF”), a worldwide karate federation, to develop and cooperate to expand projects between the parties.

 

On December 4, 2012, the Company's wholly owned subsidiary HPIL ART&CULTURE Inc. entered into a cooperation agreement with Social Art World Ltd., a private company focused on investing in the art sector. The parties will work cooperatively to develop and expand projects.

 

On December 20, 2012, the Company's wholly owned subsidiary HPIL ENERGYTECH Inc. entered into a cooperation agreement with TrueSkill Energen Pvt. Ltd., a private limited company focused on marketing renewable energy products and solutions.  In accordance with the cooperation agreement, the parties will work cooperatively to develop and expand projects.

2


 

 

 

On February 22, 2013, HPIL granted to its wholly owned Subsidiary HPIL HEALTHCARE Inc. an exclusive license to use the patents relating to the “Massage Vibrator for the Relief of Aches and Pain” for the production, use, or sale of the resulting products throughout the world and especially in countries where we have the license to the patents rights.  The name of the initial product utilizing the patents rights is “IFLOR, Stimulating Massage Device”, which the Company has authorized HPIL HEALTHCARE Inc. to develop, industrialize and manufacture.

 

On August 20, 2013, HPIL GLOBALCOM Inc. entered into a cooperation agreement with 2Evolution Studios, a private company focused on investing in the communication sector, through which the parties agreed to work cooperatively to develop and expand projects.

 

On August 26, 2013, HPIL ENERGYTECH Inc. entered into a cooperation agreement with O.R.C. S.r.l., a private company focused on investing in the energy sector.  The parties will work cooperatively to develop and expand projects.

 

On September 23, 2013, HPIL ENERGYTECH Inc. entered into a cooperation agreement with Officine Meccaniche Pejrani S.r.l., a private company focused on investing in the ecology and energy sectors.  The parties will work cooperatively to develop and expand projects.

 

(b)

Significant Business Transactions Overview.

 

On November 20, 2013, the Company entered into a Stock Purchase Agreement with an individual accredited investor, pursuant to which Company agreed to sell and Investor agreed to purchase Sixty Thousand (60,000) shares of Common Stock of Company for a total purchase price of Three Hundred Sixty Thousand and No/100 Dollars ($360,000).

 

On December 20, 2013, HPIL HEALTHCARE Inc. entered into a cooperation agreement with MB Ingenia S.r.l. (“MB Ingenia”), a private company focused on investing in the healthcare and environmental sectors, through which the parties agreed to work cooperatively to develop and expand projects.  Louis Bertoli was the President and CEO of MB Ingenia until November 28, 2013, when he resigned those positions.  Mr. Bertoli’s brother, Michael Bertoli, is the President and CEO of MB Ingenia as of November 28, 2013, and is also a controlling shareholder.

 

(c)

Business of Issuer.

 

We are currently focused on making investments in companies, whether they are public or private enterprises in differing business sectors.  The Company will not restrict the target companies to any specific business, industry or geographical location and thus seeks to acquire a variety of businesses.  Further, the Company will evaluate the acquisition of intellectual properties and technologies for investment, with a particular interest in the healthcare and environmental quality sectors.

 

A concentration of the Company continues to be the development of the IFLOR business line to produce a “Massage Vibrator for the Relief of Aches and Pain” product (the “IFLOR Device”) through our subsidiary, HPIL HEALTHCARE Inc.  We are in the advanced planning stages of our marketing efforts and hope to continue generating interest in the IFLOR Device through existing strategic cooperation agreements and other consumer outreach and feedback.  Design and initial molding of the IFLOR Device is now complete and we have engaged initial manufacturers to make product samples for further marketing and testing purposes.

 

The Company previously reported estimated production and distribution timelines based on potential customer relationship development and expected subsequent IFLOR Device orders at the time such estimates were reported.  As of the date of this Annual Report, the Company has yet to receive the expected orders for the IFLOR Device, which is a primary cause of delay in the Company’s production and distribution.  We continue to develop potential customer relationships and anticipate pursuing potential customer orders for the IFLOR Device throughout 2014.  In addition, we have commenced evaluations of the results of our past marketing efforts, anticipated demand for the IFLOR Device and strategic production efficiencies to meet projected demand.  We plan to continue these evaluations through mid-2014.  Based on early indications of these evaluations, we continue to develop an estimation of our target production needs for the IFLOR Device.  As of the date of this Annual Report, our production capacity is not sufficient to meet the currently anticipated target production needs.  Throughout the remainder of 2014, we plan to continue developing our production plans accordingly, including the potential engagement of manufacturers, evaluation of potential first party manufacturing capabilities, and the production of additional molds to increase production capacity in line with projected needs.

 

Our ability to meet our projected production and distribution goals with respect to the IFLOR Device may be adversely affected by a number of factors, some of which may include:

 

·        Our inability to generate customer orders for the IFLOR Device to a level necessitating scaled production and distribution of the IFLOR Device;

·        Our inability to produce a sufficient number of additional IFLOR Device molds to maintain necessary and efficient production of the IFLOR Device to keep up with projected demand;

·        Our inability to produce replacement IFLOR Device molds, if existing molds are broken or otherwise become unusable, to keep a sufficient number of molds in active production necessary to keep up with projected demand;

·        Changes in the current business plan, as set forth above, based on our current strategic market studies and evaluations or other unknown factors; or

·        Other factors that may affect our ability to reach necessary production capacity in an efficient manner, including, without limitation, acts of God, changes in labor laws, work stoppages, or inability to engage additional manufactures on satisfactory terms.

3

 


 

 

Employees

 

We have commenced only limited operations; therefore, we have no full-time employees.  Our officers, Louis Bertoli and Nitin Amersey, and our directors, Louis Bertoli, Nitin Amersey, John B. Mitchell, and John Dunlap, III, provide services to us on an as-needed basis.  When we commence full operations, we will need to hire full-time management and administrative support staff.

 

Research and Development Expenses

 

We have not incurred any expenses with respect to research and development activities up to this point in time.

 

Government Regulation and Standards

 

We are not specifically aware at this time of any existing or probable government regulations that might affect the operation of our business.

 

Environmental Laws

 

We have not incurred and do not anticipate incurring any expenses associated with environmental laws.  We have not yet and do not currently expect to make significant capital expenditures in order to comply with applicable environmental laws and regulations.  We cannot predict with certainty our future capital expenditure requirements because of continually changing compliance standards and environmental technology.  We do not have insurance coverage for environmental liabilities and do not anticipate obtaining such coverage in the future unless needed due to new or evolved business plans.

 

Reports to Security Holders

 

We will be a reporting company and will comply with the requirements of the Exchange Act.  We will file quarterly and annual reports and other information with the SEC, and we will send a copy of our annual report together with audited consolidated financial statements to each of our shareholders.

 

The public may read and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

 

ITEM 1A.

RISK FACTORS

 

As we are a smaller reporting company, we are not required to provide the information required by this item.

 

ITEM 1B.

UNRESOLVED STAFF COMMENTS

 

None.

4

 


 

 

ITEM 2.

PROPERTIES

 

We do not currently lease or own any real property. We currently maintain our corporate offices at 7075 Gratiot Road, Suite One, Saginaw, MI 48609.  At this time, there is no cost to us to use our current offices.

 

We are not presently subject to competitive conditions for property and currently have no property to insure.  We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages.  Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.

 

ITEM 3.

LEGAL PROCEEDINGS

 

There are no legal proceedings that have occurred within the past five years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

Not Applicable.

 

 

PART II

 

  ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

Before we effectuated the merger on October 7, 2009 (as described herein in the Business Background Section), we traded on the OTC Bulletin Board under the name TNT Designs, Inc. and trade symbol “TNTD”.  After the merger and change in name and business the Company traded on the OTC Bulletin Board under the trade symbol “TRHG”.  On February 23, 2010, TRHG was delisted from the OTC Bulletin Board due to non-timely filings of periodic reports and was subsequently quoted on the Pink Sheets.  Since the Company name change on May 22, 2012 (as described herein in the Business Background Section), our Common Stock trades on the OTC Bulletin Board (OTCQB) under the symbol “HPIL.”  Because we have been operating under our new trade symbol for a short duration of time and have not commenced operations of our new business nor have we generated revenue from the new business, there has been limited market activity up to this point in time.  The following table sets forth, for the periods indicated, the high and low bid information for our Common Stock as determined from sporadic quotations on the OTC Bulletin Board.  The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

 

 

Year Ended December 31, 2013

 

High

 

Low

First Quarter

$

5.45

$

5.10

Second Quarter

$

5.45

$

5.45

Third Quarter

$

5.80

$

5.10

Fourth Quarter

$

7.30

$

5.80

5

 


 
 

 

Security Holders

 

As of April 15, 2014, there were 56,896,000 common shares outstanding which were held by approximately 420 stockholders of record.

 

Dividends

 

We have never declared or paid any cash dividends on our common stock and we do not anticipate paying any cash dividends in the foreseeable future.  We currently intend to retain all of our future earnings to finance the growth and development of our business.

 

Transfer Agent

 

Bay City Transfer Agency and Registrar, Inc. is currently serving as our transfer agent.

 

Common Stock

 

We are authorized to issue 400,000,000 shares of common stock with a par value of $0.0001, of which 56,896,000 shares are issued and outstanding as of April 15, 2014.  Each holder of our shares of our common stock is entitled to one (1) vote per share on all matters to be voted upon by the stockholders, including the election of directors.  The holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights.  There is no provision in our Articles of Incorporation or By-laws that would delay, defer or prevent a change in control of our Company.

 

Preferred Stock

 

We are authorized to issue 100,000,000 shares of preferred stock. We have designated 25,000,000 shares of our preferred stock as Series 1, Class P-1 stock with a par value of $8.75 per share (“Class 1 Shares”). We have designated 75,000,000 shares of Series 2, Class P-2 stock with a par value of $7.00 per share (“Class 2 Shares”).

 

There are no shares of preferred stock (as defined herein) issued and outstanding as of April 15, 2014.

 

Each Series 1, Class P-1 share has voting rights equivalent to 100 shares of common stock and is convertible into 1.25 shares of common stock at the discretion of its holder.  Each Series 2, Class P-2 share has voting rights equivalent to 1 share of common stock and is convertible into one share of common stock at the discretion of its holder.

 

Our board of directors has the right, without shareholder approval, to issue preferred shares.  As a result, these preferred shares could be issued quickly and easily, negatively affecting the rights of holders of common shares and could be issued with the intent to delay or prevent a change in control or make removal of management more difficult.  Because we may issue up to 100,000,000 shares of preferred stock in order to raise capital for our operations, your ownership interest may be diluted, resulting in a shareholder’s percentage of ownership in us decreasing.

 

Recent Sales of Unregistered Securities

 

On February 27, 2013, we entered into a Stock Purchase Agreement with an individual accredited investor, pursuant to which we sold 16,000 shares of common stock of the Company at a price of $5.10 per share for a total purchase price of $81,600. Pursuant to the terms and conditions of the Stock Purchase Agreement, we issued the 16,000 shares to the investor on March 7, 2013.

6

 


 

 

Pursuant to the terms and conditions of that certain Closing Agreement entered into on April 12, 2013, with GIOTOS Ltd. (“GIOTOS”), the Company exercised its right to adjust the amount of shares of the Company’s common stock the Company paid to acquire a portfolio of healthcare sector patent rights related to a “Massage Vibrator for the Relief of Aches and Pain” and other related business processes and know-how pursuant to the terms and conditions of that certain Stock Purchase Agreement with GIOTOS entered on June 28, 2012 and amended April 10, 2013.  To effect the share adjustment, on April 12, 2013, GIOTOS returned to the Company 100,000,000 shares of Company common stock previously issued pursuant to the Stock Purchase Agreement and the company issued 50,000,000 shares of common stock of the Company to GIOTOS.  GIOTOS is a company owned and controlled by Mr. Louis Bertoli, our President, CEO, and Chairman of the Board of Directors.

 

On July 27, 2013, the Company entered into a Stock Purchase Agreement with an accredited investor pursuant to which Company agreed to sell and the investor agreed to purchase One Hundred Sixty Five Thousand (165,000) shares of common stock of Company (the “Shares”) for a total purchase price of Eight Hundred Ninety-Nine Thousand Two Hundred Fifty and No/100 Dollars ($899,250).  Pursuant to the Stock Purchase Agreement, the Company issued the 165,000 shares to the investor on August 2, 2013.

 

On November 20, 2013, the Company entered into a Stock Purchase Agreement with an accredited investor, pursuant to which Company agreed to sell and the investor agreed to purchase Sixty Thousand (60,000) shares of common stock of Company for a total purchase price of Three Hundred Sixty Thousand and No/100 Dollars ($360,000).  Pursuant to the terms and conditions of the Stock Purchase Agreement, we issued the 60,000 shares to the investor on November 27, 2013.

 

The transactions described above were exempt from registration pursuant to Section 4(2) and Rule 903 of Regulation S of the Securities Act of 1933, as amended.

 

Return of Securities to Issuer

 

On April 12, 2013, the Company executed a Closing Agreement with GIOTOS Ltd. in relation to the Stock Purchase Agreement executed between the parties on June 28, 2012, and the Amendment to the Assignment of Patents executed between the parties on April 10, 2013, through which the Company acquired the IFLOR Business in exchange for 100,000,000 shares of common stock.  As a result of the Closing Agreement, 50,000,000 shares of common stock will be returned to the Company.  All disclosed information related to this transaction reflects the amended number of shares of 50,000,000. 

 

ITEM 6.

SELECTED FINANCIAL DATA

 

As a smaller reporting company, we are not required to provide the information required by this item.

 

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

(a)

Liquidity and Capital Resources.

 

We are a development stage company focused on developing our business by making investments in both private and public companies.  Also, we will continue to look at the acquisition of intellectual properties and technologies, with a particular interest in the healthcare and environmental quality sectors.  Our principal business objectives for the next twelve (12) months is to continue to develop our business plan in these sectors and continue efforts to bring the “Massage Vibrator for the Relief of Aches and Pain” product to market.  As we have not commenced material operations, we have not earned any revenues under our current business plan.

 

In the course of its start-up activities, the Company has sustained operating losses and expects to incur an operating loss for the foreseeable future.  The Company has generated a limited amount of revenue and has not achieved profitable operations or positive cash flows from operations.  The Company’s independent registered accounting firm states that these factors raise substantial doubt about the Company’s ability to continue as a going concern on its report accompanying the Company’s consolidated financial statements for the year ended December 31, 2013.  The Company has positive working capital of $352,522 as of December 31, 2013.  We do not have sufficient capital to operate our business and will require additional funding to sustain operations through December 2014.  There is no assurance that we will be able to achieve revenues sufficient to become profitable.  However, the Company has raised funds through the sale of common stock throughout the fiscal year ending December 31, 2013 and its majority stockholder has indicated his ability and intent to provide financial support to the Company at least through December 31, 2014.

7

 


 

 

 

 

 

Net cash used in operating activities.  During the fiscal year ended December 31, 2013, net cash used in operating activities was $(604,701) compared with $(383,506) used in operating activities for the fiscal year ended December 31, 2012.  The cash flow used in operating activities in the fiscal year ended December 31, 2013 was primarily the result of incurred operating expenses.  The cash flow used in operating activities in the fiscal year ended December 31, 2012 was primarily the result of incurred operating expenses.

 

Net cash used in investing activities. During the fiscal year ended December 31, 2013, net cash used in investing activities was $(474,973) compared with $(87,604) used in investing activities for the fiscal year ended December 31, 2012.  The cash flow used in investing activities in the fiscal year ended December 31, 2013 was primarily the result of advances to related parties.  The cash flow used in investing activities in the fiscal year ended December 31, 2012 was primarily the result of purchase of molds and designs for production.

 

Net cash provided by financing activities. During the fiscal year ended December 31, 2013, net cash provided by financing activities was $1,263,351 compared with $689,156 provided by financing activities for the fiscal year ended December 31, 2012.  The cash flow provided by financing activities in the fiscal year ended December 31, 2013 was primarily attributable to proceeds from the issuance of common stock.  The cash flow provided by financing activities in the fiscal year ended December 31, 2012 was primarily derived from proceeds from the issuance of common stock.

 

(b)

Results of operations.

 

As we are a development stage company, we are not yet engaged in material operational; therefore, we have little operations to report at this time.  Our focus has been on the development of our business plan.  We have made no sales under our current business plan and all expenses to date have related to the development of our business plan and other expenses related to the daily operations of a public company and beginning stages of the IFLOR Business.

 

Comparison of Fiscal Year Ended December 31, 2013 to Fiscal Year Ended December 31, 2012

 

General and Administrative Expenses.  General and administrative expenses increased to $663,901 for the fiscal year ended December 31, 2013 from $279,725 for the fiscal year ended December 31, 2012.  The increase in general and administrative expenses is primarily related to increase in marketing, sample production and other expenses related to Company anticipating production and distribution of the IFLOR Device.

 

Impairment of Investment in Unconsolidated Affiliate.  For the fiscal year ended December 31, 2013, the Company recorded an impairment charge of $261,885 to adjust the carrying amount of our investment in our unconsolidated affiliate.  No impairment charge was recorded for the fiscal year ended December 31, 2012.  During the three months ended December 31, 2013, it was confirmed that the planned business activities of the subject affiliate will take longer than expected to commence.  Therefore, in conjunction with the preparation of its financial statements during the fiscal year ended December 31, 2013, a write-down in this investment was deemed appropriate because of a lack of activity and execution of the business plan within the subject affiliate company’s operations.

 

Net Loss.  For the fiscal year ended December 31, 2013, we incurred a net loss of $(925,786) as compared to a net loss of $(279,725) for the fiscal year ended December 31, 2012.  The net loss was primarily a result of incurred expenses and impairment of investment in an unconsolidated affiliate without current revenue.

 

(c)

Off-balance sheet arrangements.

 

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

 

(d)

Inflation.

 

We do not believe that inflation has had in the past or will have in the future any significant negative impact on our operations.

 

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, we are not required to provide the information required by this item.

8

 


 

 

 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Board of Directors and Stockholders

HPIL Holding and Subsidiaries

 

 

We have audited the accompanying consolidated balance sheets of HPIL Holding and Subsidiaries (a development stage company) (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, stockholders’ equity  and cash flows for the years then ended and for the period from inception (February 17, 2004) to December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated 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 about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of HPIL Holding and Subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended and for the period from inception (February 17, 2004) to December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s significant cumulative operating losses, limited revenue and negative cash flows raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ UHY LLP

UHY LLP

 

Farmington Hills, Michigan

April 15, 2014

9

 


 

 

HPIL HOLDING and Subsidiaries

(formerly Trim Holding Group)

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2013 AND 2012

 
 

 

ASSETS

 

2013

 

2012

 

Current assets:

 

 

     

Cash

 

$

401,723

$

218,046

Prepaid expense

 

 

-

 

10,000

Total current assets

 

 

401,723

 

228,046

   

 

     

Other assets:

 

 

     

Property and equipment

 

 

212,668

 

87,604

Investments in affiliated company

 

 

35,615

 

297,500

Advances to related parties

 

 

349,909

 

-

Total other assets

 

 

598,192

 

385,104

   

 

     

Total assets

 

$

999,915

$

613,150

   

 

     

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’
EQUITY

       

Current liabilities:

 

 

     

Accounts payable and accrued expenses

 

$

49,201

$

-

Note payable to stockholder

   

-

 

77,500

Total current liabilities

 

$

49,201

$

77,500

   

 

     

Contingencies and commitments

 

 

-

 

-

   

 

     
   

 

     

Preferred stock, series 1,class P-1 par value $8.75

25,000,000 shares authorized; Nil issued and outstanding at December 31, 2013 and 2012

 

-

 

-

   

 

     

Preferred stock, series 2,class P-2 par value $7.00

75,000,000 shares authorized; Nil issued and outstanding at December 31, 2013 and 2012

 

-

 

-

   

 

     

Common stock par value $0.0001:

400,000,000 shares authorized; 56,896,000 issued and outstanding at December 31, 2013 and 56,655,000 issued and outstanding at December 31, 2012

 

5,690

 

5,666

   

 

     
   

 

     
   

 

     
   

 

     

Additional paid-in capital

 

 

3,027,068

 

1,686,242

Deficit accumulated during the development stage

 

 

(2,082,044)

 

(1,156,258)

Total stockholders’ equity

 

 

950,714

 

535,650

Total liabilities and stockholders’ equity

 

$

999,915

$

613,150

 

10

 


 

 

HPIL HOLDING and Subsidiaries

(formerly Trim Holding Group)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

 
               

For the Period

               

From Inception

       

For the Year

 

For the Year

 

(February 17,

       

Ended

 

Ended

 

2004) to

       

December 31,

 

December 31,

 

December 31,

       

2013

 

2012

 

2013

                 

Sales

$

-

$

-

$

42,021

Cost of goods sold

 

-

 

-

 

36,419

Gross profit

 

-

 

-

 

5,602

                 

Operating expenses:

           

General and administrative

 

663,901

 

279,725

 

1,606,814

Impairment of investment in unconsolidated affiliate

 

261,885

 

-

 

261,885

Total operating expenses

 

925,786

 

279,725

 

1,868,699

                 

Loss from continuing operations

 

(925,786)

 

(279,725)

 

(1,863,097)

                 

Loss from discontinued operations, net of $0 tax

 

-

 

-

 

(218,947)

                 

Net loss

$

(925,786)

$

(279,725)

$

(2,082,044)

                 
             
             
                 

Weighted average shares

           

outstanding - Basic and diluted

 

56,738,075

 

29,632,596

 

10,423,904

Loss from continuing operations

$

(0.02)

$

(0.01)

$

(0.18)

Loss from discontinued operations

 

-

 

-

 

(0.02)

Net Loss per common share

$

(0.02)

$

(0.01)

$

(0.20)

                 

The accompanying notes are an integral part of these consolidated financial statements.

   

11

 


 

 

HPIL HOLDING

 

(formerly Trim Holding Group)

 

(A Development Stage Company)

 

STATEMENTS OF STOCKHOLDERS' DEFICIT

 

FOR THE PERIOD FROM INCEPTION (FEBRUARY 17, 2004) TO DECEMBER 31, 2013

 

                                     

Deficit

   
                                     

Accumulated

   
     

Preferred Stock

 

Preferred Stock

         

Additional

 

Stock

 

During The

 

Total

     

Series 1, Class P-1

 

Series 2, Class P-2

 

Common Stock

 

Paid-In

 

Subscription

 

Development

 

Stockholders'

     

Shares

 

Value

 

Shares

 

Value

 

Shares

 

Value

 

Capital

 

Receivable

 

Stage

 

Equity

                                           

Sale of common stock to officer at $0.0001 per share (February 17, 2004)

   

-

$

-

 

-

$

-

 

2,000,000

$

200

$

-

$

-

$

-

$

200

                                           

Sale of common stock under private placement at $0.10 per share (March to May 2004)

   

-

 

-

 

-

 

-

 

100,000

 

10

 

9,990

 

-

 

-

 

10,000

                                           

Stock issued for services at $0.10 per share (December 2004)

   

-

 

-

 

-

 

-

 

100,000

 

10

 

9,990

 

-

 

-

 

10,000

                                           

Sale of common stock sold under private placement at $0.10 per share (March 2005)

   

-

 

-

 

-

 

-

 

92,500

 

9

 

9,241

 

-

 

-

 

9,250

                                           

Officer advances and accrued expenses discharged

 

-

 

-

 

-

 

-

 

(30,000)

 

(3)

 

109,961

 

-

 

-

 

109,958

 

                                         

 

Stock issued to officer to satisfy debt at $8.75 per share (December 4, 2009)

   

22,000

 

192,500

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

192,500

                                           

Stock issued as consideration for patent agreement at $7.00 per share (December 31, 2009),
net of discount

-

 

-

 

3,750,000

 

12,252,500

 

-

 

-

 

-

 

-

 

-

 

12,252,500

 

                                         

 

Cancellation of shares by Board approval (May 27, 2010)

   

-

 

-

 

-

 

-

 

(2,500)

 

-

 

-

 

-

 

-

 

-

                                           

Stock issued for subscription receivable

 

-

 

-

 

-

 

-

 

6,000,000

 

600

 

41,999,400

 

(42,000,000)

 

-

 

42,000,000

 

                                           

Cancellation of stock issues for subscription receivable (December 6, 2010)

 

-

 

-

 

-

 

-

 

(6,000,000)

 

(600)

 

(41,999,400)

 

42,000,000

 

-

 

(42,000,000)

 

                                         

 

Cancellation of stock issued as consideration for patent agreement (December 6, 2010)

   

-

 

-

 

(3,750,000)

 

(12,252,500)

 

-

 

-

 

-

 

-

 

-

 

(12,252,500)

                                         

 

Net loss for the period from inception (February 17, 2004) to December 31, 2010

   

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(717,602)

 

(717,602)

                                           

Cancellation of shares at par

 

-

 

-

 

-

 

-

 

(5,000)

 

-

 

-

 

-

 

-

 

-

 

Net loss for 2011

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(158,931)

 

(158,931)

 

Balance as of December 31, 2011

 

22,000

$

192,500

 

-

$

-

 

2,255,000

$

226

$

139,182

$

-

$

(876,533)

$

(544,625)

 

                                         

 

Conversion of loan by officer to common stock on June 27, 2012

 

-

 

-

 

-

 

-

 

2,500,000

 

250

 

499,750

 

-

 

-

 

500,000

 

                                         

 

Stock issued as consideration for patent agreement on June 28, 2012

 

-

 

-

 

-

 

-

 

50,000,000

 

5,000

 

(5,000)

 

-

 

-

 

-

 

                                         

 

Sale of stock under private placement at $0.25 per share on July 30, 2012

 

-

 

-

 

-

 

-

 

1,000,000

 

100

 

249,900

 

-

 

-

 

250,000

 

                                         

 

Sale of stock under private placement at $0.85 per share on October 1, 2012

 

-

 

-

 

-

 

-

 

300,000

 

30

 

254,970

 

-

 

-

 

255,000

 

                                         

 

Issuance of shares for investment in an affiliated company at $0.85 per share on October 26, 2012

 

-

 

-

 

-

 

-

 

350,000

 

35

 

297,465

 

-

 

-

 

297,500

 

                                         

 

Sale of stock under private placement at $1,00 a share on December 11, 2012

 

-

 

-

 

-

 

-

 

250,000

 

25

 

249,975

 

-

 

-

 

250,000

 

                                         

 

Cancellation of series 1 class P-1 preferred stock issued to an officer in exchange for a note on October 2, 2012

 

(22,000)

 

(192,500)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(192,500)

 

                                         

 

Net Loss for 2012

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(279,725)

 

(279,725)

 

Balance as of December 31, 2012

 

-

$

-

 

-

$

-

 

56,655,000

$

5,666

$

1,686,242

$

-

$

(1,156,258)

$

535,650

 

                                           

Sale of stock under private placement at $5.10 per share on March 7, 2013

 

-

 

-

 

-

 

-

 

16,000

 

2

 

81,598

 

-

 

-

 

81,600

 

                                           

Sale of stock under private placement at $5.45 per share on August 2, 2013

 

-

 

-

 

-

 

-

 

165,000

 

16

 

899,234

 

-

 

-

 

899,250

 

                                           

Sale of stock under private placement at $6.00 per share on November 27, 2013

 

-

 

-

 

-

 

-

 

60,000

 

6

 

359,994

 

-

 

-

 

360,000

 

                                           

Net Loss for 2013

   

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(925,786)

 

(925,786)

Balance as of December 31, 2013

 

-

$

-

 

-

$

-

 

56,896,000

$

5,690

$

3,027,068

$

-

$

(2,082,044)

$

950,714

 

The accompanying notes are an integral part of these consolidated financial statements.

   
                                                                                                                           

12

 


 

 

 

HPIL HOLDING

(formerly Trim Holding Company)

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

 
                     

For the Period

                     

From Inception

             

For the Year

 

For the Year

 

(February 17,

             

Ended

 

Ended

 

2004) to

             

December 31,

 

December 31,

 

December 31,

             

2013

 

2012

 

2013

                       

OPERATING ACTIVITIES:

           
 

Net loss

 

$

(925,786)

$

(279,725)

$

(2,082,044)

 

Adjustment for non-cash item:

           
   

Common stock issued for services

 

-

 

-

 

10,000

                 
 

Deferred stock offering expense amortization

 

-

 

-

 

32,842

 

Impairment of investment in unconsolidated affiliate

 

261,885

 

-

 

261,885

 

Adjustments for changes in working capital:

           
   

Prepaid expenses

 

10,000

 

(10,000)

 

-

   

Accounts payable and accrued expenses

 

49,200

 

(93,781)

 

49,200

NET CASH USED IN OPERATING ACTIVITIES

 

(604,701)

 

(383,506)

 

(1,728,117)

   

 

 

 

 

 

INVESTING ACTIVITIES:

 

Advances to related parties

 

(349,909)

 

-

 

(349,909)

 

Purchase of molds and designs

 

(125,064)

 

(87,604)

 

(212,668)

NET CASH USED IN INVESTING ACTIVITIES

 

(474,973)

 

(87,604)

 

(562,577)

                       

FINANCING ACTIVITIES:

           
 

Proceeds from issuance of common stock

 

1,340,851

 

755,000

 

2,115,301

 

Net advances from stockholder

 

-

 

49,156

 

500,000

 

Repayment of note payable to stockholder

 

(77,500)

 

(115,000)

 

(192,500)

 

Advances from officers

 

-

 

-

 

109,958

 

Issuance of preferred stock

 

-

 

-

 

192,500

 

Deferred stock offering expenses

 

-

 

-

 

(32,842)

CASH PROVIDED BY FINANCING ACTIVITIES

 

1,263,351

 

689,156

 

2,692,417

                       

NET CHANGE IN CASH

 

183,677

 

218,046

 

401,723

                       

CASH - BEGINNING OF YEAR

 

218,046

 

-

 

-

             

 

 

 

 

 

CASH - END OF YEAR

$

401,723

$

218,046

$

401,723

The accompanying notes are an integral part of these consolidated financial statements.

   

13

 


 

 

HPIL HOLDING AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

 

Nature of Operations

 

HPIL HOLDING and Subsidiaries (referred to in this report as “HPIL”, the “Company”, “us”, “our” or “we”) (formerly Trim Holding Group) was incorporated on February 17, 2004 in the state of Delaware under the name TNT Designs, Inc. A substantial part of the Company’s activities were involved in developing a business plan to market and distribute fashion products.

 

On June 16, 2009, the majority interest in the Company was purchased in a private agreement by Louis Bertoli, an individual, with the objective to acquire and/or merge with other businesses.

 

On October 7, 2009, the Company merged with and into Trim Nevada, Inc., which became the surviving corporation. The merger did not result in any change in the Company’s management, assets, liabilities, net worth or location of principal executive offices. However, this merger changed the legal domicile of the Company from Delaware to Nevada where Trim Nevada, Inc. was incorporated. Each outstanding share of TNT Designs, Inc. was automatically converted into one share of the common stock of Trim Nevada, Inc. Pursuant to the merger, the Company changed its name from TNT Designs, Inc. to Trim Holding Group and announced the change in the Company’s business focus to health care and environmental quality sectors. Afterwards the Company determined it no longer needed its inactive subsidiaries, and as such, all three subsidiaries were dissolved.

 

On May 21, 2012, the Company changed its name to HPIL HOLDING.

 

As of December 31, 2013, the Company has yet to commence operations. Expenses incurred from February 17, 2004 (date of inception) through December 31, 2013 relate to the Company’s formation and general administrative activities. In the course of its start-up activities, the Company has sustained operating losses and expects to incur an operating loss for the foreseeable future. The Company has generated a limited amount of revenue and has not achieved profitable operations or positive cash flows from operations. These factors and uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. Additionally, the report of the Company’s independent registered accounting firm on the Company’s consolidated financial statements as of and for the year ended December 31, 2013 contained an emphasis of a matter paragraph stating  this uncertainty. However during 2013 the Company raised funds from the sales of common stock and also expects to raise additional capital during 2014 and 2015 to fund start-up activities. The Company believes that this additional funding will be sufficient to fund operating expenses during 2014. Moreover, the Company’s majority stockholder has indicated his ability and intent to provide financial support to the Company at least through December 31, 2014, should it be necessary.

 

HPIL HOLDING’s intends that its main activity will be in the business of investing in differing business sectors.

 

To begin the implementation of the business plan, on September 10, 2012, Company organized six new subsidiary companies. Each of these subsidiary companies is wholly owned (100%) by the Company. The names of the new subsidiary companies were HPIL HEALTHCARE Inc., HPIL ENERGYTECH Inc., HPIL WORLDFOOD Inc., HPIL REAL ESTATE Inc., HPIL GLOBALCOM Inc. and HPIL ART&CULTURE Inc. These companies have been organized to implement the various growth strategies of the Company. HPIL HEALTHCARE Inc. has been organized to facilitate investments in the health care sector. HPIL ENERGYTECH Inc. has been organized to facilitate investments in the energy sector. HPIL WORLDFOOD Inc. has been organized to facilitate investments in the food sector. HPIL REAL ESTATE Inc. has been organized to facilitate investments in the real estate sector. HPIL GLOBALCOM Inc. has been organized to facilitate investments in the communication sector and HPIL ART&CULTURE Inc. has been organized to facilitate investments in the art and culture sector. We intend to make such investments in the United States and worldwide if adequate candidates can be identified.

 

A concentration of the Company has become the development of the IFLOR Business to produce a “Massage Vibrator for the Relief of Aches and Pain” product through our subsidiary, HPIL HEALTHCARE Inc.  We are in the planning stages of our marketing efforts and hope to generate interest in the product through existing strategic cooperation agreements and other consumer outreach and feedback.  The Company began design and molding of the product during 2013 and we expect to complete production of IFLOR Device samples and packaging mock ups by late 2014 for market testing

14

 


 

 

 

Basis of Presentation

 

The accompanying Consolidated Financial Statements (“Financial Statements”) have been prepared by management in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”).

 

As of December 31, 2013 none of the above subsidiaries have reached full operations.

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

Development Stage Company

 

The Company is a development stage company. The Company is still devoting substantially all of its efforts to developing its business and its planned principal operations. Operations have not yet commenced, but are planned to commence in the next twelve months.

 

Principles of Consolidation  

 

The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

 

Investment in Unconsolidated Affiliate

 

The Company utilizes the equity method of accounting, as prescribed by ASC Topic 323 “Investments – Equity Method and Joint Ventures”, when it is able to exercise significant management influence over the entity’s operations, which generally occurs when HPIL has an ownership interest of between 20% and 50% in an entity. The cost method of accounting is used when the Company does not exercise significant management influence, generally when HPIL has an ownership interest of less than 20%. The Company’s 32% investment in Haesler Real Estate Management SA (“HREM”) is accounted for under the equity method of accounting. During 2013, the Company recognized an impairment of investment in unconsolidated affiliate in the amount of $261,885 in relation to the investment in HREM.  As of December 31, 2013, the carrying amount of the investment is equal to the Company’s equity interest of the net assets of HREM (see Note 8).

 

Use of Estimates

 

The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from these estimates.

 

Income Taxes

 

The Company accounts for income taxes whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertain tax positions in accordance with ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes”. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all federal or state income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement.

15

 


 
 

 

As of December 31, 2013 and December 31, 2012 there were no amounts that are required to be accrued in respect to uncertain tax positions.

 

The Company’s tax returns are not currently under examination by the Internal Revenue Service (“IRS”) or state authorities. However, fiscal years 2010 and later remain subject to examination by the IRS and respective states.

 

Property and equipment

 

The Company’s property and equipment consists of molds and designs not yet being used in operations at December 31, 2013.  Once placed into operations, the Company will depreciate these assets over their estimated useful lives, expected to range between 5 and 10 years.  For the years ended December 31, 2013 and 2012, the Company has not recorded any depreciation expense related to these assets as they are not yet placed in service.

 

Net Loss per Share

 

Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period and the number of shares of common stock issuable upon assumed exercise of preferred stock provided the result is not anti-dilutive.

 

For the year ended December 31, 2013 and 2012, and for the period from inception (February 17, 2004) to December 31, 2013, no potentially dilutive securities were included in the computation of loss per share due to the net losses.

 

Supplemental Cash Flow Information Regarding Non-Cash Investing and Financing Activities

 

During the years ended December 31, 2013 and 2012, the Company had the following non-cash transactions:

 

 

 

 

 

2013 

 

 2012 

Issuance of 50,000,000 shares of common stock for acquisition of IFLOR Business

$

-

$

5,000

Conversion of advances from shareholder to 2,500,000 shares of common stock

$

-

$

500,000

Issuance of 350,000 shares of common stock for investment in affiliate

$

-

$

297,500

Issuance of note payable for cancellation of 22,000 shares of preferred stock

$

-

$

192,500

 

 

Recently Issued Accounting Pronouncements

 

Management has reviewed recently issued accounting pronouncements and determined that none of the recent pronouncements are expected to significantly affect the Company.

 

NOTE 3 – NOTE AND ADVANCES PAYABLE - STOCKHOLDER

 

During 2012 the Company, in agreement with the Company’s majority stockholder, cancelled its 22,000 shares of preferred stock outstanding in exchange for a note payable of $192,500.  The note was non-interest bearing and was repaid during the year ended December 31, 2013.  During the year ended December 31, 2013, the stockholder made additional advances to the Company under the same terms, which advances were repaid during the year ended December 31, 2013.  The Company has $Nil and $77,500 payable to this stockholder as of December 31, 2013 and December 31, 2012, respectively.

16

 


 

 

NOTE 4– CAPITAL STOCK

 

On June 28, 2012, pursuant to the terms of a Patent Purchase Agreement made by and between the Company and GIOTOS, we issued 100,000,000 shares of common stock to GIOTOS, a company owned and controlled by Mr. Louis Bertoli. The number of shares issued and the purchase price were subject to a valuation of the common stock and of certain patents rights and other related business processes and know-how (“IFLOR Business”), and were to be adjusted based upon the these fair values. The Company subsequently obtained the expected third-parties valuations of the common stock and of the IFLOR Business (the “Valuations”).  Based on the Valuations, the Company exercised its right to adjust the amount of shares pursuant to the terms of the Stock Purchase Agreement. 

 

On April 12, 2013, we executed a Closing Agreement with GIOTOS Ltd. to reduce the purchase price to $12,500,000 and to effect the share adjustment and return 50,000,000 shares to the Company.  As both entities are majority owned and controlled by Mr. Bertoli, assets acquired in transactions between entities under common control should be recorded at the current carrying value of the seller. Increasing the carrying value of the assets acquired to estimated fair value is not permitted under these circumstances. Based on the foregoing, the Company has not recorded any carrying value for the acquired patents rights related to the IFLOR Business. Accordingly, the difference between the transaction price and the value of the assets recorded has been recorded in equity as a capital transaction whereby the 50,000,000 shares issued as consideration were recorded to common stock at par value with the offset recorded to additional paid-in capital.

 

On February 27, 2013, the Company entered into a Stock Purchase Agreement with an accredited investor, pursuant to which Company agreed to sell and investor agreed to purchase 16,000 shares of Common Stock of the Company for a total purchase price of $81,600. On March 7, 2013, pursuant to the terms and conditions of the Agreement, the Company issued the shares to the investor in exchange for the purchase price.

 

On July 27, 2013, the Company entered into a Stock Purchase Agreement with an accredited investor, pursuant to which Company agreed to sell and investor agreed to purchase 165,000 shares of Common Stock of the Company for a total purchase price of $899,250. On August 2, 2013, pursuant to the terms and conditions of the Agreement, the Company issued the shares to the investor in exchange for the purchase price.

 

On November 20, 2013, the Company entered into a Stock Purchase Agreement with an accredited investor, pursuant to which Company agreed to sell and investor agreed to purchase 60,000 shares of Common Stock of the Company for a total purchase price of $360,000. On November 27, 2013, pursuant to the terms and conditions of the Agreement, the Company issued the shares to the investor in exchange for the purchase price.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

The Company’s wholly owned subsidiary HPIL HEALTHCARE Inc. uses the service of MB Ingenia for the production of the "Massage Vibrator for the Relief of Aches and Pain". HPIL HEALTHCARE Inc. made property and equipment purchases from MB Ingenia totaling $125,063 for the year ended December 31, 2013 and $212,668 from inception to December 31, 2013. Mr. Bertoli was the President and CEO of MB Ingenia until November 28, 2013. Mr. Bertoli also serves as an executive officer and director of our Company.

 

The Company also had advances receivable from MB Ingenia of $132,909 as of December 31, 2013.  These advances are due on demand and are non-interest bearing.  The Company also had advances receivable from HREM as of December 31, 2013 totaling $217,000.  These advances are non-interest bearing and due on demand.  $153,500 of these advances were repaid by HREM during the first quarter of 2014.

 

 

The Company uses MB Ingenia for various corporate business services, including technical support and engineering services related to the IFLOR Device and use of office space by Mr. Bertoli. For the year ended December 31, 2013 and 2012, the Company incurred expenses of $49,097 and $Nil, respectively, in relation to these services.

 

On July 20, 2009, the Company entered into a two-year consulting agreement with Amersey Investments LLC, a company controlled by a director and the CFO of the Company, Nitin Amersey (“Amersey”). Amersey will continue to provide office space, office identity and assist the Company with corporate, financial, administrative and management records. For the year ended December 31, 2013 and 2012, the Company incurred expenses of $63,020 and $30,000 respectively, in relation to these services.

 

The Company uses Bay City Transfer Agency & Registrar Inc. (“BCTAR”) to do its stock transfers. Mr. Amersey is listed with the Securities and Exchange Commission as a control person of BCTAR. For the year ended December 31, 2013 and 2012, the Company incurred expenses of $10,606 and $5,345, respectively, in relation to these services.

 

The Company uses the services of Freeland Venture Resources LLC (“Freeland”), for Edgar filings.  Mr. Amersey is a control person in Freeland. For the year ended December 31, 2013 and 2012, the Company incurred expenses of $13,170 and $5,878, respectively, in relation to these services.

 

The Company uses the services of Cheerful Services International Inc. (“Cheerful”) for corporate press releases. Cheerful is owned by Mr. Amersey’s children and his son is the president. For the year ended December 31, 2013 and 2012, the Company incurred expenses of $11,505 and $5,000, respectively, in relation to these services.

17

 


 

 

 

NOTE 6 – DISCONTINUED OPERATIONS

 

The gains and losses from the disposition of certain assets, and associated liabilities, operating results, and cash flows are reflected as discontinued operations in the unaudited condensed consolidated financial statements for all periods presented.

 

Summarized financial information for discontinued operations for the years ended December 31, 2013 and 2012, and from inception to date are as follows:

 

 

 

For the Year Ended December 31, 2013

 

For the Year Ended December 31, 2012

 

For the Period From Inception (February 17, 2004) to December 31, 2013

Sales

$

-

$

-

$

-

Cost of sales

 

-

 

-

 

-

Gross profit

 

-

 

-

 

-

Operating expenses

 

 

 

 

 

 

General & administrative

 

-

 

-

 

(218,947)

Total operating expense

 

-

 

-

 

(218,947)

Net loss from discontinued operations

$

-

$

-

$

(218,947)

 

NOTE 7 – INCOME TAXES

 

The Company’s effective income tax rate of 0.0% differs from the federal statutory rate of 34% for the reason set forth below for the years ended December 31:

 

 

2013

 

2012

Income Taxes at the Statutory Rate

$ (314,800)

 

$ (85,000)

Valuation Allowance

340,900

 

117,300

State Tax

(26,100)

 

(32,300)

Total Income Tax

$ -

 

$ -

 

The following presents the components of the Company total income tax provision:

 

 

2013

 

2012

Current Expense

$ -

 

$ -

Deferred Benefit

(340,900)

 

(117,300)

Change in Valuation

340,900

 

117,300

Total

$ -

 

$ -

 

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Deferred tax assets and liabilities reflect the net effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The tax effect of primary temporary differences giving rise to the Company deferred tax assets and liabilities for the years ended December 31, 2013 and 2012 are as follows:

 

 

2013

 

2012

Deferred Tax Assets (Liabilities)

     

Start-up Expenses

$ 691,900

 

$ 450,300

Investment in Affiliate

99,300

 

-

Valuation Allowance

(791,200)

 

(450,300)

 

$ -

 

$ -

 

The Company has recorded a valuation allowance to fully offset the net deferred assets based on the fact that the Company has not recognized taxable income since its inception. At December 31, 2013, the Company has deferred start-up expenses totaling $1,820,158 that may be used to reduce future taxable income. The start-up expenses will begin to be amortized when the Company commences operations, and written off over a fifteen year period.

 

NOTE 8 – FAIR VALUE MEASUREMENTS

 

The Company adopted the ASC standard regarding fair value measurements. The standard enhances existing guidance for measuring assets and liabilities using fair value. The standard provides a single definition of fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities. The standard also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and sets out a fair value hierarchy with the highest priority being quoted prices in active markets. Under the standard, fair value measurements are disclosed by level within that hierarchy.

 

Determining which hierarchical level an asset or liability falls within requires significant judgment. The Company will evaluate its hierarchy disclosures. Hierarchical levels, defined by the standard and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

 

Level 1 — Inputs were unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

 

Level 2 — Inputs (other than quoted prices included in Level 1) were either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

 

Level 3 — Inputs reflected management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration was given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

 

The following is a description of the valuation methodologies used by the Company for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

 

Investment in Affiliate Company – The Company recorded an impairment of its investment in an affiliate company to reduce the carrying value to its estimated fair value.  The fair value of the investment was estimated to be the net book value of the affiliate company, based on the nature and values of the underlying assets and liabilities of the affiliate company.

 

The following table summarizes this asset measured at fair value on a nonrecurring basis:

 

 

 

Level 1

Level 2

Level 3

Carrying Value at December 31, 2013

Investment in affiliate company

 

 

$35,615            

            $35,615

 

NOTE 9 – FOURTH QUARTER IMPAIRMENT CHARGE

 

During the three months ended December 31, 2013, we recorded an impairment charge of $261,885 to adjust the carrying amount of our investment in our unconsolidated affiliate, because of a lack of activity and execution of the business plan within the affiliate company’s operations. During the fourth quarter, it was confirmed that the planned business activities will take longer than expected to commence, thus a write-down in this investment was deemed appropriate.

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ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A.

CONTROLS AND PROCEDURES

 

(a)

Evaluation of disclosure controls and procedures.

 

We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure 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’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures and concluded that our disclosure controls and procedures are ineffective as of the date of filing this Form 10-K due to limited accounting and reporting personnel and a lack of segregation of duties due to limited financial resources and the size of our Company.  We will need to adopt additional disclosure controls and procedures prior to commencement of material operations. Consistent therewith, on an on-going basis we will evaluate the adequacy of our controls and procedures.

 

(b)

Management’s annual report on internal control over financial reporting.

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15 (f) and 15d- 15 (f) under the Exchange Act, for the Company.

 

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements.

 

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements.  In addition, effective internal control at a point in time may become ineffective in future periods because of change in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

 

A material weakness is a significant deficiency, or combination of significant deficiencies, that result in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

 

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December 31, 2013, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on its evaluation under this framework, management concluded that our internal controls over financial reporting were ineffective as of December 31, 2013.

20

 


 

 

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013 and identified the following material weaknesses:

 

Lack of Expertise.  There is a lack of expertise in the key functional areas of finance, accounting and financial reporting.

 

Lack of Segregation of Duties.  We have an inadequate number of personnel to properly implement control procedures.

 

Lack of Disclosure Controls.  There is a lack of disclosure controls to ensure adequate disclosures are made in our periodic filings.

 

Ineffective Oversight of Audit Committee.  The Audit Committee does not meet on a periodic basis.

 

Management is committed to improving its internal controls and will continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities.  At this time, however, management has not established a time table for when it intends to address the aforementioned material weaknesses.

 

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 the our registered public accounting firm pursuant to rules of the SEC that permit is the Company to provide only management’s report in the annual report.

 

(c)

Changes in internal control over financial reporting.

 

There were no changes in our internal control over financial reporting during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B.

OTHER INFORMATION

 

None.

PART III

 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS

 

Our current executive officers and directors and their ages are as follows:

Name

Age

Position(s)

Louis Bertoli

39

Chairman of the Board, President and CEO

Nitin Amersey

62

Director, CFO, Corporate Secretary and Treasurer

John B. Mitchell

64

Director

John Dunlap, III

55

Director

 

Set forth below is information relating to the business experience of each of our directors and executive officers.

 

Louis Bertoli, age 39, was appointed Chairman of the Board, Chief Executive Officer and President of the Company in June 2009. He serves as the Chief Executive Officer, President and Director of GIOTOS Ltd. (UK), a private company since February 2012. Mr. Bertoli served as the Chief Financial Officer of HPIL Holding from April 2011 to March 2012.  He has over 9 years of experience in innovative technologies in the health care industries. He received a degree as a professional Surveyor in Brescia, Italy. Mr. Bertoli served as the Chief Executive Officer and President of MB Ingenia (Italy), a private company until November 2013.

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Nitin Amersey, age 62, has 41 years of experience in corporate management, international trade, marketing and corporate strategy. He is well versed in brand creation and management. Mr. Amersey has served in various capacities as an executive officer, director and Chairman of companies operating in numerous industries. He continues to serve as a director of several companies, including OTC listed public companies. Additionally, he has extensive experience in textiles and fibers and has owned and managed farming operations, primarily focused in cotton. He has worked internationally in Canada, USA, India, the Caribbean and Japan. Mr. Amersey has a Master of Business Administration Degree from the University of Rochester, Rochester, N.Y. and a Bachelor of Science in Business from Miami University, Oxford, Ohio. He graduated from Miami University as a member of Phi Beta Kappa and Phi Kappa Phi. Mr. Amersey also holds a Certificate of Director Education from the NACD Corporate Director's Institute.

 

John B. Mitchell, age 64, is a Professor of Finance at Central Michigan University since 1975. Mr. Mitchell is also the Founder and President of the Chippewa Watershed Conservancy, a land trust operating in Clare, Isabella, Gratiot, Mecosta, and Montcalm counties of Michigan. Mr. Mitchell has authored or co-authored over 30 articles such as, “An Age-Based, Three-Dimensional Distribution Model Incorporating Sequence and Longevity Risks,” Journal of Financial Planning, 2012; “Retirement Withdrawals: Preventive Reductions and Risk Management,” Financial Services Review, 2011; “The Case for Flexible Retirement Planning,” Journal of Personal Finance, 2009; “Financial Implications of Accounting for Human Resources Using a Liability Model,” Journal of Human Resource Costing & Accounting, 2008; “Dynamic Retirement Withdrawal Planning,” Financial Services Review, 2006; “Citation Patterns in the Finance Literature,” Financial Management, 2001; and the “Stock Market Reaction to Plant Closings,” American Journal of Business, 1993.

 

John Dunlap, III, age 55, currently owns Dunlap Group, a California-based advocacy and consulting firm, which opened in 2007 and largely represents advanced environmental technology firms throughout the globe. Mr. Dunlap has served in various capacities in the public sector, including service for four California Governors over the course of his 35 year career. He presently serves on the Board of Directors of Environmental Solutions Worldwide, Inc., where he has served since 2007. He previously served as President and CEO of the 20,000 member California Restaurant Association from 1998 to 2004. In 2003, he was appointed by California Governor Gray Davis to serve as Chairman of the Board of the State Compensation Insurance Fund. Mr. Dunlap also served five years in California Governor Pete Wilson's Administration as Chairman of the Board of the California Air Resources Board from 1994 to 1999, as well as serving as the Chief Deputy Director of the California Department of Toxic Substances Control from 1993 to 1994. Prior to his state service, Mr. Dunlap worked for the South Coast Air Quality Management District for over 11 years serving as Public Advisor. He also worked for California Congressman Jerry Lewis (R-Redlands), former House Appropriations Committee Chairman. Additionally, Mr. Dunlap served as a Commissioner and Executive Committee member of the California Travel and Tourism Commission under both California Governor's Arnold Schwarzenegger and Gray Davis, where he was involved in the planning and implementation of the state's tourism marketing and advertising program. Mr. Dunlap has been active with the California Travel Industry Association (CALTIA) serving as Chairman in 2002 and serving as the long-time Chair of their CALTIA Political Action Committee. Mr. Dunlap also has served on the Boards of the National Restaurant Association, the California Taxpayer's Association and the American Red Cross, as well as several privately held environmental companies.

 

Directors

 

Our bylaws authorize no less than one (1) and no more than eleven (11) directors.  We currently have four (4) Directors.

 

Term of Office

 

Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until removed by the board.

 

Family Relationships

 

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

 

Significant Employees

 

We have no significant employees other than our officers.

22

 


 

 

Director or Officer Involvement in Certain Legal Proceedings

 

During the past five (5) years, none of the following occurred with respect to one of our present or former directors or executive officers: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 

 

Director Independence

 

While we are not at this time required to have our board comprised of a majority of “independent directors” as we are not subject to the listing requirements of any national securities exchange or association, all members of our board of directors other than Louis Bertoli, our CEO, and Nitin Amersey, our CFO, Treasurer and Secretary, meet the definition of “independent” as promulgated by the rules and regulations of the American Stock Exchange.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

The Company has become aware that Nitin Amersey, a director and CFO of the Company, did not make timely filings of Form 4 nor was a subsequent Form 5 timely filed with respect to transactions that took place during calendar year 2012.  Additionally, John Mitchell and John Dunlap, III, both directors of the Company, did not make timely filings of Form 3, Form 4 nor subsequent Form 5 with respect to becoming directors and receipt of Company stock.  Finally, timely filings of Form 4 and a subsequent Form 5 were not made with respect to two related transactions involving Louis Bertoli, the Chariman, President and CEO of the Company, the first that took place during calendar year 2012 (although Mr. Bertoli’s total beneficial ownership of securities of the Company resulting from this transaction was accurately reflected on other Section 16(a) filings made by Mr. Bertoli during calendar year 2012) and the second during calendar year 2013.  As of the date of filing of this Annual Report, a Form 5 reflecting each of the aforementioned transactions has been filed on behalf of each respective party.

 

Committee of the Board of Directors

 

Our board of directors has established three (3) standing committees: (1) the Compensation Committee, (2) the Audit Committee and (3) the Nominating and Corporate Governance Committee. Each committee operates under a charter that has been approved by the board of directors and which will be available upon request to us.

 

Compensation Committee

 

Our board of directors has established a Compensation Committee, comprised of Mr. Dunlap and Mr. Mitchell.  All of the members of our Compensation Committee are independent directors.

 

Our Compensation Committee is authorized, among other duties and powers as provided for in its Charter, to:

 

review and recommend the compensation arrangements for management, including the compensation for our chief executive officer;

                                      

establish and review general compensation policies with the objective of attracting and retaining superior talent, rewarding individual performance and achieving our financial goals;

23

 


 

review at least annually our policy regarding the frequency and schedule for equity awards to employee and directors and make recommendations to the board of directors of such changes as the Compensation Committee deems appropriate; and

  

annually review the compensation of directors and submit any recommendations for changes thereto to the board of directors.

 

Audit Committee

 

Our board of directors has established an Audit Committee, comprised of Mr. Mitchell and Mr. Dunlap.  Both of the members of our Audit Committee are independent directors. Mr. Mitchell serves as chairman of the Audit Committee.  Our board of directors has determined that Mr. Mitchell is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.

 

Our Audit Committee is authorized, among other duties and powers as provided for in its Charter, to:

 

provide assistance to our board of directors in its oversight of the integrity of our accounting and financial reporting processes and of the audits of our financial statements;

 

provide assistance to our board of directors in its oversight of our compliance with legal and regulatory requirements;

 

provide assistance to our board of directors in its oversight of our outside auditor’s independence and qualifications;

 

provide assistance to the board of directors in its oversight of the performance of our internal audit function and outside auditors;

 

directly appoint, retain or terminate, compensate, and oversee and evaluate our outside auditors, and to approve all audit engagement fees and terms;

 

prior to the initial engagement of any public accounting firm to be our outside auditors, to obtain and review a written report from such firm regarding all relationships between such firm or its affiliates and the Company or persons in a financial reporting oversight role at the Company;

 

pre-approve and/or adopt policies governing audit committee pre-approval of, all audit services to be provided by our outside auditor;

 

pre-approve and/or adopt policies governing audit committee pre-approval of, all permitted non-audit services and related fees to be provided by the outside auditors;

24

 


 

review with management, our outside auditors and our internal auditors the adequacy of our internal controls, including computerized information system controls and security; and

 

review with management, our outside auditors and our internal auditors any related significant finding and recommendations of the outside auditors and/or the internal auditors together with management responses thereto.

 

Nominating and Corporate Governance Committee

 

Our board of directors has established a Nominating and Corporate Governance Committee, comprised of Mr. Dunlap and Mr. Mitchell, each of whom is an independent director of the Company.  Mr. Dunlap serves as chairman of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee is authorized, among other duties and powers as provided for in our Committee Authority and Responsibilities Policy to:

 

identify and nominate members of the board of directors;

 

oversee the evaluation of the board of directors and management;

 

evaluate and make recommendations to our board of directors concerning the size and structure of the board;

 

evaluate the performance of the members of the board of directors;

 

make recommendations to the board of directors as to the structure, composition and functioning of the board of directors and its committees; and

 

periodically review corporate governance trends and where appropriate, make recommendations to the Board of Directors on the governance of the Company.

 

We have no formal policy regarding board diversity.  Our Nominating and Corporate Governance Committee and board of directors may therefore consider a broad range of factors relating to the qualifications and background of nominees, which may include diversity, which is not only limited to race, gender or national origin.  Our Nominating and Corporate Governance Committee’s and board of directors’ priority in selecting board members is identification of persons who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members and professional and personal experiences and expertise relevant to our growth strategy.

25

 


 

Code of Ethics

 

On June 4, 2010, we adopted a code of ethics that applies to our officers, directors and employees.  We have filed a copy of our code of ethics as an exhibit to a previously filed registration statement.  The code of ethics remains in effect following the name change on May 8, 2012, and change of business plan on July 18, 2012.  You will be able to review these documents by accessing our public filings at the SEC’s website at www.sec.gov.  In addition, a copy of our code of ethics will be provided without charge upon written request to us by mail or on our website.  We intend to disclose any amendments to or waivers of certain provisions of our code of ethics in a current report on Form 8-K.

 

Related Persons Transactions Policy

 

On June 4, 2010, we adopted a written Related Party Transaction Policy for the review, approval and ratification of transactions involving the “related parties” of the Company.  The policy remains in effect following the name change on May 8, 2012, and change of business plan on July 18, 2012.  In each case, related parties includes directors and nominees for director, executive officers and immediate family members of the foregoing, as well as security holders known to beneficially own more than five percent of our common stock.  The policy covers any transaction, arrangement or relationship, or series of transactions, arrangements or relationships, in which we were, is or will be a participant and in which a related party has any direct or indirect interest.  The policy is administered by our board of directors.

 

ITEM 11.

EXECUTIVE COMPENSATION

 

From our incorporation on February 17, 2004 and subsequent merger and re-domicile on October 7, 2009, name change on May 8, 2012, and change of business plan on July 18, 2012, through fiscal year ending December 31, 2012, we did not compensate any of our officers, directors or employees.  For the fiscal year ending December 31, 2013, the Company compensated Louis Bertoli, our Chairman of the Board, President and CEO, in the amount of $42,000, all of which was paid in the form of cash.  No other executive officers or directors received compensation from the Company during the fiscal year ending December 31, 2013.  Executive officers and directors are reimbursed for expenses incurred in connection with Company business.

 

SUMMARY COMPENSATION TABLE

 

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation($)

Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Total ($)

Louis Bertoli – Chairman of the Board, President and CEO

2013

$42,000

--

--

--

--

--

--

$42,000

2012

--

--

--

--

--

--

--

--

 

We have no employment agreements with any of our directors or executive officers.  We have no pension, health, annuity, bonus, insurance, stock options, profit sharing or similar benefit plans.

 

Compensation Committee

 

At this time, we do not have a compensation committee.  The salaries and other compensation of our executive officers are determined by our board of directors.  Our board of directors determines the compensation of our executive officers based on our financial and operating performance and success.  As we continue to grow, we may form a compensation committee charged with the oversight of our executive compensation plans, policies and programs, and the authority to determine and approve the compensation of our executive officers and make recommendations with respect to the same.

 

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table lists, as of April 15, 2014, the number of shares of our common stock that are beneficially owned by (i) each person or entity known to us to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group.  Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission.  Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security.  The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.  Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

 

The percentages below are calculated based on 56,896,000 shares of our common stock and issued and outstanding as of April 15, 2014.

 

Name of Beneficial Owner

Amount of Common Stock Beneficially Owned

Percentage of Common Stock Beneficially Owned

Louis Bertoli (1)

53,260,000

93.61%

Nitin Amersey (2)

10,600

*

John B. Mitchell (3)

500

*

John Dunlap, III (4)

500

*

All directors and executive officers as a group (4 people)

53,271,600

93.63%

* Less than 1%

 

(1) Mr. Bertoli is our Chairman of the Board and the President and Chief Executive Officer of HPIL Holding.  3,260,000 shares owned directly and 50,000,000 shares owned indirectly through GIOTOS Ltd.

 

(2) Mr. Amersey is a Director and the Chief Financial Officer, Corporate Secretary and Treasurer of HPIL Holding.  5,000 shares owned directly and 5,600 shares owned indirectly through Amersey Investments LLC.

 

(3) Mr. Mitchell is a Director of HPIL Holding.

 

(4) Mr. Dunlap is a Director of HPIL Holding.

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ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

From September 2009 to July 2011, and since March 2012, Amersey Investments LLC (“Amersey Investments”) provided consulting services to us.  Amersey Investments currently provides consulting services to us for a monthly fee of $5,000, with the Company incurring total expenses for the year ended December 31, 2013 related to such services in the amount of $63,020.  Mr. Nitin Amersey is a principal of Amersey Investments and also serves as an executive officer and director of our Company.

 

Since June 18, 2009¸ Bay City Transfer Agency and Registrar, Inc. (“BCTAR”) has acted as our transfer agent.  For the year ended December 31, 2013, the Company paid $10,606 to BCTAR for services rendered. Mr. Amersey is listed with the Securities and Exchange Commission as a control person of BCTAR.

 

The Company uses the services of Freeland Venture Resources LLC.  For the year ended December 31, 2013, the Company incurred expenses of $13,170 in relation to these services.  Mr. Amersey is a control person in Freeland Venture Resources LLC.

 

The Company uses the services of Cheerful Services International Inc. (“Cheerful”) for corporate press release needs. For the year ended December 31, 2013, the Company paid Cheerful a total of $11,505 in relation to the services rendered. Cheerful is owned by Mr. Amersey’s children and his son is the president.

 

On June 28, 2012, we entered into a Stock Purchase Agreement with GIOTOS Ltd. and acquired a portfolio of patent rights in exchange for 100,000,000 shares of common stock. On April 12, 2013, we entered into a Closing Agreement with GIOTOS Ltd. which resulted in 50,000,000 of the common shares returned to the Company’s treasury.  GIOTOS Ltd. is a company owned and controlled by Louis Bertoli, the Company’s President, CEO, and Chairman of the Board of Directors

 

The Company’s wholly owned HPIL HEALTHCARE Inc. uses the service of MB Ingenia for the production of the "Massage Vibrator for the Relief of Aches and Pain".  For the year ended December 31, 2013, HPIL HEALTHCARE Inc. made related property and equipment purchases from MB Ingenia in the total amount of $125,063. Additionally, the Company uses MB Ingenia for various corporate business services, including technical support and engineering services related to the IFLOR Device and use of office space by Mr. Bertoli.  For the year ended December 31, 2013, paid a total of $49,097 to MB Ingenia in relation to these services.  Finally, for the year ended December 31, 2013, the Company made advances to MB Ingenia in the aggregate amount of $132,909, which are non-interest bearing and due on demand. The total amount paid by the Company and its subsidiary to MB Ingenia for the year ended December 31, 2013, both for services rendered and in the form of advances, is $307,069. Mr. Bertoli was the President and CEO of MB Ingenia until November 28, 2013, when he resigned those positions.  Mr. Bertoli’s brother, Michael Bertoli, is the President and CEO of MB Ingenia as of November 28, 2013, and is also a controlling shareholder.

 

Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-X.

 

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

 

The following table sets forth the aggregate fees billed to us by UHY, the Company’s independent registered public accounting firm during the fiscal years ended December 31, 2013 and 2012:

 

 

2013

2012

Audit Fees (1)

$

86,799

$

34,500

Audit Related Fees (2)

 

 

 

 

Tax Fees (3)

 

 

 

 

All Other Fees (4)

 

 

 

 

Total Fees Paid to Auditor

$

86,799

$

34,500

 

(1) Audit fees consist of fees billed for professional services rendered for the audit of the Company’s annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services in connection with statutory and regulatory filings or engagements.

 

(2) Audit-Related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under "Audit Fees".

 

(3) Tax fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning (domestic and international). These services include assistance regarding federal, state and international tax compliance, acquisitions and international tax planning.

 

(4) There were no fees that were classified as All Other Fees as of the fiscal years ended December 31, 2013 and 2012.

27

 


 

 

Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by our independent accountants must now be approved in advance by our Audit Committee to assure that such services do not impair the accountants’ independence from us.  The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy (the “Policy”) which sets forth the procedures and the conditions pursuant to which services to be performed by the independent accountants are to be pre-approved.  Pursuant to the Policy, certain services described in detail in the Policy may be pre-approved on an annual basis together with pre-approved maximum fee levels for such services.  The services eligible for annual pre-approval consist of services that would be included under the categories of Audit Fees, Audit-Related Fees and Tax Fees in the above table as well as services for limited review of actuarial reports and calculations.  If not pre-approved on an annual basis, proposed services must otherwise be separately approved prior to being performed by independent accountants.  In addition, any services that receive annual pre-approval but exceed the pre-approved maximum fee level also will require separate approval by the entire Board acting as our Audit Committee prior to being performed.  The Audit Committee, may delegate authority to pre-approve audit and non-audit services to any member, but may not delegate such authority to management.  The tax services represent $0, or 0% of the total for audit related fees, tax fees and all other fees paid during the fiscal years ending December 31, 2013.

 

PART IV

 

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

(a)         1.             The information required by this item is included in Item 8 of Part II of this annual report.

 

2.             The information required by this item is included in Item 8 of Part II of this annual report.

 

3.             Exhibits: See Index to Exhibits, which is incorporated by reference in this Item. The Exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of this annual report.

 

(b)

Exhibits. See Index to Exhibits, which is incorporated by reference in this Item. The Exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of this annual report.

 

(c)

Not applicable.

28


 

INDEX TO EXHIBITS

 

Exhibit

 

Description

 

 

 

*3.1

 

Articles of Incorporation

 

 

 

*3.2

 

By-laws

 

 

 

*10.1

 

Stock Purchase Agreement entered into by and between Company and an accredited investor on February 20, 2013

 

 

 

*10.2

 

Amendment to the Assignment of Patents, by and between HPIL Holding and GIOTOS Ltd., entered into on April 10, 2013

 

 

 

*10.3

 

Closing Agreement, by and between HPIL Holding and GIOTOS Ltd., entered into on April 12, 2013

 

 

 

*10.4

 

Stock Purchase Agreement entered into by and between Company and an accredited investor on July 27, 2013

 

 

 

*10.5

 

Stock Purchase Agreement entered into by and between Company and an accredited investor on November 20, 2013

 

 

 

†31.1

 

Certification of our Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

 

 

 

†31.2

 

Certification of our Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

 

 

 

‡32.1

 

Certification of our Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

 

 

 

‡32.2

 

Certification of our Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

 

 

 

**101.INS

 

XBRL Instance Document

 

 

 

**101.SCH

 

XBRL Taxonomy Extension Schema Document

 

 

 

**101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

**101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

**101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

**101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

*

Included in previously filed reporting documents.

**

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Filed herewith

Furnished herewith

29

 


 

SIGNATURES

 

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.

 

 

HPIL Holding

 

 

 

 

 

 

Dated: April 15, 2014

By: 

/s/ Louis Bertoli

 

 

Louis Bertoli

 

 

Director, CEO, President, and Chairman of the Board of Directors

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signatures

Title(s)

Date

/s/ Louis Bertoli

Louis Bertoli

Director, President, Chief Executive Officer (principal executive officer), and Chairman of the Board of Directors

April 15, 2014

 

 

/s/ Nitin Amersey

Nitin Amersey

Director, Chief Financial Officer (principal financial officer and principal accounting officer), Corporate Secretary and Treasurer

April 15, 2014

 

 

 

 

 

/s/ John B. Mitchell

Director

April 15, 2014

John B. Mitchell

 

 

 

 

 

 

 

/s/ John Dunlap, III

Director

April 15, 2014

John Dunlap, III

 

30