Attached files
| file | filename |
|---|---|
| EX-32 - EXHIBIT 32 - Corvus Technologies Corp. | v387123_ex32.htm |
| EX-31 - EXHIBIT 31 - Corvus Technologies Corp. | v387123_ex31.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x |
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 |
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 000-54978
CORVUS TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
CANYONWALK ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
| Delaware | 46-3461117 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
115 N. POINCIANA ROAD
Gilbert, Arizona 85234
(Address of principal executive offices) (zip code)
480/221-3805
(Registrant's telephone number, including area code)
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 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 ¨ | Smaller reporting company x |
| (do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x No ¨
Indicate the number of shares outstanding of each of the issuer's classes of stock, as of the latest practicable date.
| Class | Outstanding at June 30, 2014 |
| Common Stock, par value $0.0001 | 10,100,000 |
Documents incorporated by reference: None
FINANCIAL STATEMENTS
| 1 |
(Formerly Canyonwalk Acquisition Corporation)
Balance Sheets
(Unaudited)
| June 30, | December 31, | |||||||
| 2014 | 2013 | |||||||
| LIABILITIES AND STOCKHOLDER'S DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accrued expenses | $ | 1,500 | $ | - | ||||
| Shareholder payable | 9,690 | |||||||
| Total liabilities | 11,190 | - | ||||||
| Stockholders' Deficit | ||||||||
| Common Stock: $0.0001 par value, 100,000,000 shares authorized, 10,100,000 shares issued and outstanding | 1,010 | 1,010 | ||||||
| Additional paid in capital | 702 | 702 | ||||||
| Accumulated deficit | (12,902 | ) | (1,712 | ) | ||||
| Total stockholder's deficit | (11,190 | - | ||||||
| Total liabilities and stockholder's deficit | $ | - | $ | - | ||||
See accompanying notes to unaudited financial statements
| 2 |
(Formerly Canyonwalk Acquisition Corporation)
Statement of Expenses
(Unaudited)
| For the three months ended June 30, 2014 | For the six months ended June 30, 2014 | For the period from May 1, 2013 (inception) through June 30, 2013 | ||||||||||
| Expenses | ||||||||||||
| General and administrative | 551 | 551 | - | |||||||||
| Professional fees | 5,639 | 10,639 | 10,664 | |||||||||
| Total expenses | 6,190 | 11,190 | 10,664 | |||||||||
| Net loss | $ | (6,190 | ) | $ | (11,190 | ) | $ | (10,664 | ) | |||
| Basic and diluted loss per common share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
| Weighted average shares outstanding | 10,100,000 | 10,100,000 | 10,100,000 | |||||||||
See accompanying notes to unaudited financial statements
| 3 |
(Formerly Canyonwalk Acquisition Corporation)
Statements of Cash Flows
(Unaudited)
| For the six months ended June 30, 2014 | For the period from May 1, 2013 (inception) through June 30, 2013 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (11,190 | ) | (1,712 | ) | |||
| Adjustments to reconcile net loss to net cash used by operating activities | ||||||||
| Accounts payable- related party | 9,690 | |||||||
| Accrued expenses | 1,500 | - | ||||||
| Net cash used by operating activities | - | (1,712 | ) | |||||
| Cash flows from financing activities | ||||||||
| Proceeds from sale of stock | - | 2,000 | ||||||
| Shareholder contributions | - | 702 | ||||||
| Redemption of common stock | - | (990 | ) | |||||
| Net cash provided by financing activities | - | 1,712 | ||||||
| Net change in cash | - | - | ||||||
| Cash at beginning of period | - | - | ||||||
| Cash at end of period | $ | - | - | |||||
| Supplemental cash flow information: | ||||||||
| Cash paid for interest | $ | - | - | |||||
| Cash paid for income taxes | $ | - | - | |||||
See accompanying notes to unaudited financial statements
| 4 |
(Formerly Canyonwalk Acquisition Corporation)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 – BASIS OF PRESENTATION
The accompanying unaudited interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The audited financial statements for the period May 1, 2013 (Inception) through December 31, 2013 are included in the Annual Report on Form 10-K of Corvus Technologies Corp. which was filed on April 10, 2014, with the Securities and Exchange Commission and are hereby referenced. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ended December 31, 2014.
The Company has limited operations and is considered to be in the development stage. During the quarter ended June 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has accumulated deficit of $12,902 as of June 30, 2014. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors raise doubt about the Company’s ability to continue as a going concern.
NOTE 3 – RELATED PARTY TRANSACTIONS
As of June 30, 2014, the Company is indebted to its president for $9,690 for operating expenses paid on behalf of the Company. This amount is unsecured, noninterest bearing, and due on demand.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Corvus Technologies Corp. (formerly Canyonwalk Acquisition Corporation) ("Corvus" or the "Company") was incorporated on May 1, 2013 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.
In addition to a change in control of its management and shareholders, the Company's operations to date have been limited to issuing shares and filing a registration statement on Form 10 pursuant to the Securities Exchange Act of 1934. The Company was formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.
The Company registered its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(g) thereof which became automatically effective 60 days thereafter.
The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.
Change in Control:
On December 4, 2013, the following events occurred which resulted in a change of control of the Company:
The Company redeemed an aggregate of 19,900,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,990.
James Cassidy and James McKillop, both directors of the Company and the then president and vice president, respectively, resigned such directorships and all offices of the Company. Messrs. Cassidy and McKillop each beneficially retain 50,000 shares of the Company's common stock.
Glen Var Rosenbaum was named as the sole director of the Company and serves as its President.
On December 5, 2013 the Company issued 10,000,000 shares of its common stock at par representing 99% of the then total outstanding 10,100,000 shares of common stock.
The Company has no employees and only one director who also serves as the Company's President.
The Company has entered into an agreement with Tiber Creek Corporation of which the former president of the Company is the president and controlling shareholder. Tiber Creek Corporation assists companies to become public reporting companies and for the preparation and filing of a registration statement pursuant to the Securities Act of 1933, and the introduction to brokers and market makers.
As part of the change in control, the Company changed its name from Canyonwalk Acquisition Corporation to Corvus Technologies Corp. and filed a Form 8-K noticing the same.
Current Activities
The Company is designed to develop and market either by merger and/or acquisition with an existing private company which private company is the owner of patent-pending technology that provides an effective tracking and monitoring system of humans and other living entities within buildings. The tracking technology can figuratively "see through walls". The technology is portable and can be set up quickly on the exterior of a building to track humans inside the building. The system is targeted for use in safety-of-life applications by such personnel as fire fighters, paramedics, SWAT teams, military or other "first responders". The tracking technology is portable and can be quickly assembled at the exterior of a building to locate and track persons or alive entities.
If and when the Company chooses to enter into a business combination with this private company or another, it will likely file a registration statement after such business combination is affected.
A combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. The Company may wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.
As of June 30, 2014, the Company had not generated revenues and had no income or cash flows from operations since inception. At June 30, 2014, the Company had sustained a net loss of $11,190 and had an accumulated deficit of $12,902.
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The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for a business combination that would provide a basis of possible operations.
Tiber Creek Corporation paid, without expectation of repayment, all expenses incurred by the Company until the change in control at which time new management of the Company undertook payment of such expenses. Because of the absence of any on-going operations, these expenses are anticipated to be relatively low.
There is no assurance that the Company will ever be profitable.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company's principal executive officer (who is also the principal financial officer).
Based upon that evaluation, he believes that the Company's disclosure controls and procedures are effective in gathering, Analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding Internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, Corvus Technologies Corp has issued 20,000,000 common shares pursuant to Section 4(2) of the Securities Act of 1933 for an aggregate purchase price of $2,000 as follows:
Since inception, the Company has sold securities which were not registered as follows:
| Date | Name | Number of Shares | Consideration | |||
| 5/7/13 | Tiber Creek Corporation | 10,000,000 | $1,000 | |||
| (9,950,000 redeemed 12/4/13) | ||||||
| 5/7/13 | ABN Bridge Corporation | 10,000,000 | $1,000 | |||
| (9,950,000 redeemed 12/4/13) | ||||||
| 12/5/13 | GlenVar Rosenbaum | 10,000,000 | $1,000 |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
| (a) | Exhibits |
| 31 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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SIGNATURES
Pursuant to the requirements 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.
| CORVUS TECHNOLOGIES CORP | ||
| By: | /s/ GlenVar Rosenbaum | |
| President, Chief Executive Officer | ||
Dated: August 13, 2014
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