Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For the quarterly period ended December 31, 2014
Commission File Number 000-53988
DSG GLOBAL INC.
(Exact name of small business issuer in its charter)
Nevada 26-1134956
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8017 Kenyon Avenue
Los Angeles, CA 90045
(Address of principal executive offices)
(310)510-6826
(Telephone Number)
BOREAL PRODUCTIONS INC.
(Former name or former address if changed since last report)
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 Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.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 whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.
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 [ ]
There were 10,100,000 shares of Common Stock outstanding as of February 23,
2015.
ITEM 1. FINANCIAL STATEMENTS.
The un-audited quarterly financial statements for the period ended December 31,
2014, prepared by the company, immediately follow.
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DSG GLOBAL INC.
fka Boreal Productions Inc.
(A Development Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
December 31, September 30,
2014 2014
---------- ----------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 265 $ 2,309
---------- ----------
TOTAL CURRENT ASSETS 265 2,309
---------- ----------
TOTAL ASSETS $ 265 $ 2,309
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable 9,958 9,085
Loan Payable - Related Party 54,970 52,970
---------- ----------
TOTAL CURRENT LIABILITIES 64,928 62,055
TOTAL LIABILITIES 64,928 62,055
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 375,000,000 shares
authorized; 30,000,000 shares issued and outstanding
as of December 31, 2014 and September 30, 2014 30,000 30,000
Additional paid-in capital 24,000 24,000
Deficit accumulated during development stage (118,663) (113,745)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (64,663) (59,745)
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 265 $ 2,309
========== ==========
See Notes to Financial Statements
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DSG GLOBAL INC.
fka Boreal Productions Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
--------------------------------------------------------------------------------
September 24, 2007
Three Months Three Months (inception)
Ended Ended through
December 31, December 31, December 31,
2014 2013 2014
------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ --
------------ ------------ ------------
TOTAL REVENUES -- -- --
General & Administrative Expenses 732 62 41,690
Professional Fees 4,186 -- 67,423
Impairment of Intellectual Property -- -- 9,550
------------ ------------ ------------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 4,917 62 118,663
------------ ------------ ------------
NET INCOME (LOSS) $ (4,917) $ (62) $ (118,663)
============ ============ ============
BASIC EARNINGS PER SHARE $ 0.00 $ 0.00
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 30,000,000 30,000,000
============ ============
See Notes to Financial Statements
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DSG GLOBAL INC.
fka Boreal Productions Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------
September 24, 2007
Three Months Three Months (inception)
Ended Ended through
December 31, December 31, December 31,
2014 2013 2014
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (4,917) $ (62) $ (118,663)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Bank Overdraft -- -- --
Accounts Payable 873 -- 9,958
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (4,044) (62) (108,705)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable - Related Party 2,000 -- 54,970
Issuance of common stock -- -- 54,000
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 2,000 -- 108,970
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH (2,044) (62) 265
CASH AT BEGINNING OF PERIOD 2,309 476 --
---------- ---------- ----------
CASH AT END OF PERIOD $ 265 $ 415 $ 265
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
========== ========== ==========
Income Taxes $ -- $ -- $ --
========== ========== ==========
See Notes to Financial Statements
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DSG GLOBAL INC.
fka Boreal Productions Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Boreal Productions Inc. (the Company) was incorporated under the laws of the
State of Nevada on September 24, 2007. The Company was formed to option feature
films and TV projects and then package them to sell at a profit to various
studios and production companies.
The Company is in the development stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
The Company has commenced limited operations.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected an September 30, year-end.
B. BASIC EARNINGS PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
D. USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.
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DSG GLOBAL INC.
fka Boreal Productions Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E. INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
F. REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
G. ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
NOTE 3. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had no operations during the period from September 24, 2007 (date of
inception) to December 31, 2014 and generated a net loss of $118,663. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. Even though the Company is currently in the development stage and
has minimal expenses, management does not believe that the company's current
cash of $265 is sufficient to cover the expenses they will incur during the next
twelve months.
NOTE 4. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common.
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DSG GLOBAL INC.
fka Boreal Productions Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014
NOTE 5. RELATED PARTY TRANSACTIONS
The sole officer and director of the Company may, in the future, become involved
in other business opportunities as they become available, she may face a
conflict in selecting between the Company and her other business opportunities.
The Company has not formulated a policy for the resolution of such conflicts.
As of December 31, 2014 and December 31, 2013, there was a loan payable due to
Andrea Fehsenfeld for $54,970 and $32,872 respectively, which is non interest
bearing with no specific repayment terms.
NOTE 6. INCOME TAXES
As of December 31, 2014
-----------------------
Deferred tax assets:
Net operating tax carryforwards $ 118,663
Other 0
---------
Gross deferred tax assets 118,663
Valuation allowance (118,663)
---------
Net deferred tax assets $ 0
=========
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
NOTE 7. NET OPERATING LOSSES
As of December 31, 2014, the Company has a net operating loss carryforwards of
approximately $118,663. Net operating loss carryforward expires twenty years
from the date the loss was incurred.
NOTE 8. INTELLECTUAL PROPERTY
During 2009 and 2010, the Company purchased screenplays to develop as movies. As
of September 30, 2014, the Company had not been able to develop the projects and
has allowed the rights to lapse. The Company therefore felt it was appropriate
to write off the asset.
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DSG GLOBAL INC.
fka Boreal Productions Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014
NOTE 9. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.
On September 24, 2007 the Company issued a total of 15,000,000 shares of common
stock to one director for cash in the amount of $0.0006 per share for a total of
$9,000.
On February 18, 2008 the Company issued a total of 15,000,000 shares of common
stock to thirty investors for cash in the amount of $0.003 per share for a total
of $45,000.
On June 11, 2008 the Company effected a 5 for 1 forward split of its share
capital such that every one share of common stock issued and outstanding prior
to the split was exchanged for five post-split shares of common stock. The
number of shares referred to in the previous paragraphs is post-split number of
shares. The Company also changed its post-split authorized capital to
375,000,000 shares of common stock with a par value of $0.001 per share. All
share amounts have been retroactively adjusted for all periods presented.
As of December 31, 2014 the Company had 30,000,000 shares of common stock issued
and outstanding.
NOTE 10. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of December 31, 2014:
Common stock, $ 0.001 par value: 375,000,000 shares authorized; 30,000,000
shares issued and outstanding.
NOTE 11. NEW ACCOUNTING PRONOUCEMENTS
The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the company's financial statements.
9
DSG GLOBAL INC.
fka Boreal Productions Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014
NOTE 12. SUBSEQUENT EVENTS
On January 19, 2015, our board of directors approved an agreement and plan of
merger to merge with our wholly-owned subsidiary DSG Global Inc., a Nevada
corporation, to effect a name change from Boreal Productions Inc. to DSG Global
Inc. Our company will remain the surviving company. DSG Global Inc. was formed
solely for the change of name.
Also on January 19, 2015, our company's board of directors approved a resolution
to effect a reverse stock split of our authorized and issued and outstanding
shares of common stock on a three (3) old for one (1) new basis. Upon effect of
the reverse split, our authorized capital will decrease from 375,000,000 shares
of common stock to 125,000,000 shares of common stock and correspondingly, our
issued and outstanding shares of common stock will increase from 30,000,000 to
10,100,000 shares of common stock, all with a par value of $0.001.
Articles of Merger to effect the merger and change of name and a Certificate of
Change to effect the reverse stock split were filed with the Nevada Secretary of
State on January 22, 2015, with an effective date of February 2, 2015.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. Any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act. The words "believes," "anticipates," "plans," "seeks,"
"expects," "intends" and similar expressions identify some of the
forward-looking statements. Forward-looking statements are not guarantees of
performance or future results and involve risks, uncertainties and assumptions.
The factors discussed elsewhere in this Form 10-Q could also cause actual
results to differ materially from those indicated by the Company's
forward-looking statements. Boreal undertakes no obligation to publicly update
or revise any forward-looking statements.
OVERVIEW OF OUR BUSINESS
Our planned principal products will be feature films and television series
designed for the North American market.
We intend to option scripts and treatments to package the projects and sell to
them to various studios and production companies. Our choice of projects will
vary dependent upon market trends and interests. The entertainment sector is
booming as an exploding television and internet landscape are increasing the
demand for quality filmed material.
The projects we package will have the opportunity to generate revenue not just
in North America but also in the foreign and ancillary markets. TV series can
syndicate both locally and globally and films can be shown in a variety of
markets for years, which provide an ongoing source of revenue, often in
perpetuity. This will make them very attractive to possible buyers.
PLAN OF OPERATION
MILESTONES
JANUARY 2014-JUNE 2014
For the first six months of 2014, our CEO was looking for new opportunities in
the digital content creation and distribution space. With fewer dollars required
and fewer restrictions on sponsorship and other attachments, this is a more
flexible arena to create content. Currently, we are looking at various projects
to consider for optioning and will make our final decisions in the next 3-6
months. In the interim, we are still focusing on securing government soft money
towards the production of Crimson Falls. Our final attempt will be this spring.
JULY 2014-DECEMBER 2014
For the last half of 2014, our CEO was meeting with various digital content
platforms to discuss projects that are pending. The focus will be securing a
single or multi pronged output deal for content distribution. We will also be
looking to work jointly with local producers to secure more content to
11
aggregate. We will be patient before optioning any other projects. Crimson Falls
was not financed and as such, the option was not renewed.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at December 31, 2014 was $265, with $64,928 in outstanding
liabilities, which includes a loan payable of $54,970 to our director.
Management believes our current cash balance will not be sufficient to fund
operations for the next twelve months. Our director has agreed to advance us
funds for operational expenses until we are able to generate revenue; however
she has no legal obligation to do so.
RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenues to date. We
incurred operating expenses of $4,917 and $62 for the three months ended
December 31, 2014 and 2013, respectively. These expenses consisted of general
operating expenses and professional fees incurred in connection with the day to
day operation of our business.
Our net loss from inception through December 31, 2014 was $118,663.
Cash provided by financing activities for the period from inception (September
24, 2007) through December 31, 2014 was $108,970, resulting from the sale of
3,000,000 shares of common stock issued to our director at $0.003 per share for
$9,000 and 3,000,000 shares of common stock issued to 30 un-affiliated investors
at $0.015 for proceeds of $45,000.
Effective June 11, 2008, we effected a five for one forward stock split of our
authorized and issued and outstanding common stock. As a result, our authorized
capital has increased from 75,000,000 to 375,000,000 shares of common stock and
our outstanding share capital has increased from 6,000,000 shares of common
stock to 30,000,000 shares of common stock.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have 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 that is material to investors.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Management maintains "disclosure controls and procedures," as such term is
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act"), that are designed to ensure that information required to be
disclosed in Boreal Productions' Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission rules and forms, and that such information is accumulated
and communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
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In connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of December 31, 2014.
Based on that evaluation, management concluded, as of the end of the period
covered by this report, that Boreal Productions' disclosure controls and
procedures were effective in recording, processing, summarizing, and reporting
information required to be disclosed, within the time periods specified in the
Securities and Exchange Commission's rules and forms.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
As of the end of the period covered by this report, there have been no changes
in Boreal Productions' internal controls over financial reporting during the
quarter ended December 31, 2014, that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting
subsequent to the date of management's last evaluation.
13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Boreal Productions is not currently involved in any legal proceedings and we are
not aware of any pending or potential legal actions.
ITEM 1A. RISK FACTORS
There have been no material changes to the risks to our business described in
our Form 10-K for the year ended September 30, 2014 as filed with the SEC.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no sales of unregistered securities during the period covered by this
report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no defaults upon senior securities during the period covered by this
report.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
SUBSEQUENT EVENTS
On January 19, 2015, our board of directors approved an agreement and plan of
merger to merge with our wholly-owned subsidiary DSG Global Inc., a Nevada
corporation, to effect a name change from Boreal Productions Inc. to DSG Global
Inc. Our company will remain the surviving company. DSG Global Inc. was formed
solely for the change of name.
Also on January 19, 2015, our company's board of directors approved a resolution
to effect a reverse stock split of our authorized and issued and outstanding
shares of common stock on a three (3) old for one (1) new basis. Upon effect of
the reverse split, our authorized capital will decrease from 375,000,000 shares
of common stock to 125,000,000 shares of common stock and correspondingly, our
issued and outstanding shares of common stock will decrease from 30,000,000 to
10,100,000 shares of common stock, all with a par value of $0.001.
Articles of Merger to effect the merger and change of name and a Certificate of
Change to effect the reverse stock split were filed with the Nevada Secretary of
State on January 22, 2015, with an effective date of February 2, 2015.
The name change and forward split has been reviewed by the Financial Industry
Regulatory Authority (FINRA) and has been approved for filing with an effective
date of February 23, 2015.
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The name change will become effective with the Over-the-Counter Bulletin Board
at the opening of trading on February 23, 2015 under the symbol "BRPOD". The "D"
will be placed on our ticker symbol for 20 business days at which time our
symbol will change to "DSGT". Our new CUSIP number is 23340C104.
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-146842, at the SEC
website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Rule 13a-14(a)/15d-14(a) Certification
31.2 Rule 13a-14(a)/15d-14(a) Certification
32.1 Certification Pursuant to 18 U.S.C. 1350
101 Interactive data files pursuant to Rule 405 of Regulation S-T
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.
March 9, 2015 Boreal Productions Inc.
/s/ Andrea Fehsenfeld
--------------------------------------------------
By: Andrea Fehsenfeld
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, President,
Secretary, Treasurer & Sole Director)
1
