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EXCEL - IDEA: XBRL DOCUMENT - ESPORTS ENTERTAINMENT GROUP, INC. | Financial_Report.xls |
EX-31.1 - EXHIBIT 31.1 - ESPORTS ENTERTAINMENT GROUP, INC. | ex31_1apg.htm |
EX-32.1 - EXHIBIT 32.1 - ESPORTS ENTERTAINMENT GROUP, INC. | ex32_1apg.htm |
EX-31.2 - EXHIBIT 31.2 - ESPORTS ENTERTAINMENT GROUP, INC. | ex31_2apg.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PERSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2014
[ ] 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: 333-156302
VGAMBLING INC.
(Exact name of registrant as specified in its charter)
Nevada |
26-3062752 |
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.) |
Hodges Bay Drive, Hodges Bay Antigua and Barbuda |
_________ |
(Address of principal executive offices) |
(Zip Code) |
|
|
Registrant telephone number including area code: (905) 580-2978 |
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 [ ] No [X]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive DataFile 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 [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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 [ ] No [X]
Indicate the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: As of September 30, 2014, the registrant had 66,131,168 shares of common stock, $0.001 par value, issued and outstanding.
INDEX
PART I FINANCIAL INFORMATION |
|
3 | |
Item 1. |
Financial Statements |
|
3 |
Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
|
12 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
|
13 |
Item 4. |
Controls and Procedures |
|
13 |
PART II OTHER INFORMATION |
|
14 | |
Item 1. |
Legal Proceedings |
|
14 |
Item 1A. |
Risk Factors |
|
14 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
|
14 |
Item 3. |
Defaults Upon Senior Securities |
|
14 |
Item 4. |
Mine Safety Disclosure [Not Applicable] |
|
14 |
Item 5. |
Other Information |
|
14 |
Item 6. |
Exhibits |
|
14 |
SIGNATURES |
|
|
15 |
2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VGAMBLING INC.
(formerly DK Sinopharma, Inc.)
SEPTEMBER 30, 2014
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets at September 30, 2014 (Unaudited) and June 30, 2014 |
4 |
|
|
Consolidated Statements of Operations for the Three Months Ended September 30, 2014, and for the Three Months Ended September 30, 2013 (Unaudited) |
5 |
|
|
Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2014, and for the Three Months Ended September 30, 2013 (Unaudited) |
6 |
|
|
Notes to the Consolidated Financial Statements (Unaudited) |
7 |
3
VGambling Inc. (formerly DK Sinopharma, Inc.) Balance Sheets (Unaudited)
| ||||
ASSETS |
|
September 30, 2014 |
|
June 30, 2014 (Audited) |
|
|
|
|
|
Current Assets |
|
|
|
|
Cash |
$ |
54,057 |
$ |
8,449 |
Prepaid Expenses |
|
40,000 |
|
- |
Total Current Assets |
|
94,057 |
|
8,449 |
|
|
|
|
|
License |
|
30,000 |
|
- |
|
|
|
|
|
Total Assets |
$ |
124,057 |
$ |
8,449 |
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
Accounts Payable |
$ |
28,119 |
$ |
32,007 |
Accrued Liabilities |
|
- |
|
1,587 |
Due to related parties |
|
32,373 |
|
30,686 |
Notes payable |
|
- |
|
59,367 |
|
|
|
|
|
Total Liabilities |
|
60,492 |
|
123,647 |
|
|
|
|
|
Stockholders Equity |
|
|
|
|
|
|
|
|
|
Common stock Authorized: 75,000,000 shares, par value $0.001, 66,131,168 shares issued and outstanding, respectively |
|
66,131 |
|
63,300 |
|
|
|
|
|
Additional Paid-in Capital |
|
369,019 |
|
118,225 |
|
|
|
|
|
Subscription Receivable |
|
(300) |
|
(300) |
|
|
|
|
|
Deficit accumulated during the development stage |
|
(371,285) |
|
(296,423) |
|
|
|
|
|
Total Stockholders Equity |
|
63,565 |
|
(115,198) |
|
|
|
|
|
Total Liabilities and Stockholders Equity |
$ |
124,057 |
$ |
8,449 |
|
|
|
|
|
See accompanying notes to consolidated financial statements |
4
VGambling Inc. (formerly DK Sinopharma, Inc.) Statement of Expenses (Unaudited) | ||||
|
|
Three Months Ended September 30, 2014 |
|
Three Months Ended September 30, 2013 |
|
|
|
|
|
Revenue |
$ |
- |
$ |
- |
|
|
|
|
|
General and administrative |
|
69,972 |
|
17,677 |
Professional fees |
|
4,890 |
|
- |
|
|
|
|
|
Total Operating Expenses |
|
74,862 |
|
17,677 |
|
|
|
|
|
Net Loss |
$ |
(74,862) |
$ |
(17,677) |
|
|
|
|
|
Net Loss Per Share Basic and Diluted |
$ |
(0.00) |
$ |
(0.00) |
|
|
|
|
|
Weighted Average Shares Outstanding |
|
63,984,554 |
|
63,300,001 |
|
|
|
|
|
See accompanying notes to consolidated financial statements |
5
VGambling Inc. (formerly DK Sinopharma, Inc.) Statement of Cash Flows | ||||
|
|
Three Months Ended September 30, 2014 |
|
Three Months Ended September 30, 2013 |
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
Net loss |
$ |
(74,862) |
$ |
(17,677) |
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
Stock issuance for service |
|
30,800 |
|
- |
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
Accounts payable |
|
(3,888) |
|
15,000 |
Accrued liabilities |
|
3,871 |
|
- |
Prepaid expenses |
|
(40,000) |
|
- |
|
|
|
|
|
Net cash used in operating activities |
|
(84,079) |
|
(2,677) |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
Purchase of License |
|
(30,000) |
|
|
|
|
|
|
|
Net cash provided by investing activities |
|
(30,000) |
|
- |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock |
|
158,000 |
|
- |
Subscription receivable |
|
- |
|
- |
Notes Payable |
|
- |
|
- |
Due to related parties |
|
1,687 |
|
2,677 |
|
|
|
|
|
Net cash provided by financing activities |
|
159,687 |
|
2,677 |
|
|
|
|
|
Net increase/ (decrease) in cash |
$ |
45,608 |
$ |
- |
|
|
|
|
|
Cash, beginning of period |
$ |
8,449 |
$ |
- |
|
|
|
|
|
Cash, end of period |
$ |
54,057 |
$ |
- |
|
|
|
|
|
Supplemental Disclosures |
|
|
|
|
Interest paid |
$ |
- |
$ |
- |
Income taxes paid |
$ |
- |
$ |
- |
|
|
|
|
|
Significant non-cash investing and financing activities: |
|
|
|
|
Notes conversion to stock |
$ |
64,825 |
$ |
- |
|
|
|
|
|
See accompanying notes to consolidated financial statements |
6
VGAMBLING INC.
(FORMERLY DK SINOPHARMA, INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2014 AND 2013
1.
Nature of Operations and Continuance of Business
VGambling Inc. (formerly DK Sinopharma, Inc.) (the Company) was incorporated in the state of Nevada on July 22, 2008. On May 20, 2013, the Company entered into a Share Exchange Agreement with H&H Arizona Corporation, an Antigua and Barbuda corporation which is in the business of internet gambling.
On May 10, 2010, the Company completed its merger with Dongke Pharmaceuticals Inc., a Delaware company, in accordance with the Share Exchange Agreement. Pursuant to the Share Exchange Agreement, the Company acquired all of the outstanding capital stock and ownership interests of Dongke from the Dongke shareholders. In exchange for their interests, the Company issued to Donke shareholders an aggregate of 1,941,818 shares of the Companys common stock. The reverse merger was cancelled on April 30, 2013, and 26,700,000 shares were returned to treasure.
On May 20, 2013, the Company entered into a Share Exchange Agreement with H&H Arizona Corporation. Under the terms of the agreement, the Company acquired all of the outstanding capital stock and ownership interests of H&H Arizona Corporation from the H&H Arizona shareholders. In exchange for the interest, the Company issued to the H&H Arizona shareholders 50,000,000 shares of the Companys common stock. As a result of the consummation of the Exchange Agreement, H&H Arizona became the Companys wholly-owned subsidiary and the Companys operating entity.
H&H Arizona Corporation is treated as the accounting acquirer in the accompanying financial statements. In the transaction, the Company issued 50,000,000 common shares to the shareholders of H&H Arizona Corporation; such shares represented, immediately following the transaction, 79% of the outstanding shares of the Company. The transaction was accounted for as a reverse merger and a reverse recapitalization and the issuances of common stock were recorded as a reclassification between paid-in-capital and par value of Common Stock.
The Company changed company name from DK Sinopharma, Inc. to VGambling, Inc on August 12, 2014.
2.
Summary of Significant Accounting Policies
a)
Basis of Presentation
The financial statements present the balance sheet, statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.
The Company's consolidated financial statements are prepared using the accrual method of accounting. These consolidated statements include the accounts of the Company and its subsidiary H&H Arizona Corporation. All significant intercompany transactions and balances have been eliminated. The Company has elected a June 30 year-end.
b)
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
7
c)
Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
d)
Income Taxes
The Company accounts for income taxes under ASC 740 "Income Taxes," which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109. Under the asset and liability method of ASC 740, 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. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
e)
Net Loss per Share
Net income (loss) per common share is computed pursuant to ASC Topic 260 Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
f)
Foreign Currency Translation
The Companys functional and reporting currency is the US dollar. Foreign exchange items are translated to US dollars in accordance with ASC 830, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Monetary assets and liabilities are translated using the exchange rate at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
g)
Share Based Expenses
The Company records stock-based compensation in accordance with ASC 718, Compensation Stock Based Compensation, and ASC 505-50, Equity Based Payments to Non-Employees, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
h)
Recent Accounting Pronouncements
The Company has limited operations and is considered to be in the development stage. During the year ended June 30, 2013, 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
8
adoption of this Update allows the Company to remove the inception-to-date information and all references to development stage.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3.
Going Concern
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize it assets and discharge its liabilities in the normal course of business. During the period ended September 30, 2014, the Company has an accumulated deficit of $371,285. The Company is licensed to conduct online gambling. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
4.
Acquisition of H&H Arizona Corporation and Recapitalization
On May 20, 2013, the Company entered into a Share Exchange Agreement with H&H Arizona Corporation. Under the terms of the agreement, the Company acquired all of the outstanding capital stock and ownership interests of H&H Arizona from the H&H Arizona shareholders. In exchange for the interest, the Company issued to the H&H Arizona shareholders 50,000,000 shares of the Companys common stock. As a result of the consummation of the Exchange Agreement, H&H Arizona became the Companys wholly-owned subsidiary and the Companys operating entity.
5.
Related Party Transactions
a)
As of September 30, 2014, the Company was indebted to the President of the Company in the amount of $32,373 (June 30, 2014 - $30,686), which is non-interest bearing, unsecured, and due on demand.
b)
Grant Johnson, the President of the Company, had forgiven a total of 60,000 salary during the period ended June 30, 2014. During the three months ended September 30, 2014 and 2013, the Company incurred salary of $15,000 and $15,000 to the President of the Company, respectively.
c)
During the three months period ended September 30, 2014, the Company incurred rent of $1,653 (September 30, 2013 - $1,493) to the President of the Company. The company rent office from the President of the Company month to month.
d)
On February 20, 2013, the Company entered into an employment contract with Mr. Shawn Erickson to issue 10,000,000 common shares at a price of $0.01 per share to Mr. Erickson in exchange for his services. Mr. Ericksons employment contract was terminated on May 20, 2013, the Company did not seek the refund of $75,000 worth of shares issued as one of the conditions of the termination of the employment contract. The company expensed remaining balance of $75,000 at termination date.6.
Convertible promissory notes
a)
On February 28, 2014, the Company entered into a convertible promissory note agreement with an arms length individual whereby the Company has borrowed $9,367 (CAD$10,000).
9
The Note is interest bearing at 5% per month, calculated monthly, not in advance, The Company is obligated to repay the principal with any interest by December 31, 2014. The Note is convertible into Common Shares at a 50% discount to the price of Common Shares offered in the next round equity investors of the Company.
The Company and noteholder agreed to convert the convertible promissory note plus accrued interest $2,729 (CAD$3,000) at $0.05 per share for a total of 236,500 shares in September 2014.
b)
On April 4, 2014, the Company entered into a convertible promissory note agreement with an arms length individual whereby the Company has borrowed $50,000.
The convertible promissory note is interest bearing at 12% per annum commencing April 4, 2014. The Company is obligated to repay the principal with any interest by April 5, 2015 (the maturity date). The convertible promissory note is convertible on or before the date of the repayment in full of this note in an equity finance resulting in gross proceeds to the Company of at least $500,000.00 (including the conversion of the note and other debts (a Qualified Financing)), then the holder of the outstanding principal and unpaid accrued interest balance of this note shall have the option to convert, in whole or in part, by the Holder into such note at a conversion price equal to 50% of the per share price paid by the investors, and otherwise on the same terms and conditions as given to the Investors in the Qualified Financing. If the conversion of this Note would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then current fair market value of one share of the class and series of shares into which this Note has converted by such fraction, unless such amount is less than ten dollars ($10).
The Company and noteholder agreed to convert the convertible promissory notes of $50,000 plus accrued interested $3,000 at $0.075 per share for a total of 706,667 shares in September 2014.
7.
Common Stock
a)
On May 10, 2010, the Company entered into a Share Exchange Agreement with the Dong Ke Pharmaceutical, Inc., a Delaware corporation. Pursuant to the terms of the Share Exchange Agreement, the Company acquired all of the outstanding capital stock and ownership interests of Dong Ke from the Dong Ke shareholders. In exchange for the interest, the Company issued to the Dong Ke shareholders 1,941,818 shares of the Companys common stock. Additionally, as a result of the consummation of the Exchange Agreement, 10,015,000 of the Company shares were cancelled.
On April 30, 2013, the Company entered into an Agreement to reverse the above agreement and cancelled 1,941,818 of the Company shares.
b)
On April 30, 2013, the Company issued 10,000,000 shares at a fair value of $100,000 as a commencement bonus for consulting services to the Companys President.
c)
On May 20, 2013, the Company entered into a Share Exchange Agreement with H&H Arizona Corporation, an Antigua and Barbuda corporation. Pursuant to the terms and the Share Exchange Agreement, the Company acquired all of the outstanding capital stock and ownership interest of H&H from the H&H shareholders. In exchange for the interest, the Company issued to the H&H shareholders 50,000,000 shares of the Companys common stock.
d)
On August 29, 2014, the $50,000 promissory note and accrued interested were converted to 706,667 shares of the Companys common stock.
e)
On September 11, 2014, the $9,367 (CAD $10,000) promissory note and accrued interest were converted to 236,500 shares of the Companys common stock.
10
f)
On September 11, 2014, the Company issued 308,000 shares at a fair value of $30,800 in exchange for consulting services.
g)
On September 11, 2014, the Company issued 1,580,000 common shares at $0.10 per share for proceeds of $158,000.
h)
The Company increased authorized share capital from 75,000,000 to 500,000,000 shares of stock having a par value of $0.001 per share.
8.
Subsequent events
a)
On January 7, 2015, 300,000 common shares were issued at a price of $0.05 per share to the director and consultants in consideration for advisory services rendered to the Company. Also on January 7, 2015, 50,000 common shares were issued at a price of $0.05 per share to consultant in consideration for future website services rendered to the Company.
b)
On February 6, 2015, 100,000 common shares were issued at a priced of $0.19 per share to a director in consideration for future advisory services rendered to the Company.
c)
On March 13, 2015, 400,000 common shares were issued at a price of $0.15 per share to a non related shareholder.
11
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Overview
VGambling Inc., ("VGambling", "the Company", our or "we") was incorporated in the State of Nevada as a for-profit company on July 22, 2008. VGambling is a development-stage next generation Internet gambling company. VGambling intends to offer users from around the world the ability to play and wager on multi-player video games and e-Sports events for real money in our licensed and secure environment. VGambling intends to conduct real money interactive gaming on a global basis from bases in Canada and Antigua. VGambling has entered into a Betting Gaming Platform Software Agreement with Swiss Interactive Software GmbH to provide wagering platform software.
VGambling is currently developing the bet for fun website www.vgambling.net and the real money wagering website www.vgambling.bet.
Our business office is located at Hodges Bay Drive, Hodges Bay, Antigua and Barbuda; our telephone number is (905) 580-2978. Our United States and registered statutory office is located at 112 North Curry Street, Carson City, Nevada, 89703, telephone number (775) 882-1013.
The Company has not yet implemented its business model and to date has generated no revenues.
VGambling has no plans to change its business activities or to combine with another business and is not aware of any circumstances or events that might cause this plan to change.
Plan of Operation
The Company has not yet generated any revenue from its operations. As of September 30, 2014 we had $54,057 of cash on hand. We incurred operating expenses in the amount of $74,862 in the three months ended September 30, 2014. These operating expenses were comprised of professional fees and office and general expenses. From the inception date to September 30, 2014, we incurred operation expense in amount of $371,285.
Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities. We are in the process of seeking equity financing to fund our operations over the next 12 months. As of September 30, 2014 we have raised $435,150 from the sales of our common stock.
Management believes that if subsequent private placements are successful, we will generate sales revenue by September 2015. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
If VGambling is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of a private placement offering. However, if debt financing were available, because VGambling is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. If VGambling cannot raise additional proceeds via a private placement of its common
12
stock or secure debt financing it would be required to cease business operations. As a result, investors in VGamblings common stock would lose all of their investment.
Within 12 months after we are able to raise the necessary funds (approximately $500,000), we intend to complete the design, development and testing of our online wagering systems. Our planned operations during this period involve two phases:
In the first phase, we intend to complete the development, testing and launching of our real money wagering website. We intend to develop and launch our online wagering systems within 6 (paragraph above says 12 months) months after we are able to raise the necessary funds.
The second phase, contingent upon a favourable outcome of the first phase, will be devoted to our Marketing and Sales efforts. We intend to develop and implement our affiliate marketing program and to commence our online marketing campaign. We expect our marketing efforts to commence within 3 months after the first phase is completed.
We currently have one full time and two part time employees and management does not plan to hire additional employees at this time. We do not expect the purchase or sale of any significant equipment and we have no current material capital commitments.
Off Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not required.
Item 4. Controls and Procedures
An evaluation was carried out under the supervision and with the participation of our management, including our Principal Executive and Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive and Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of September 30, 2014, our disclosure controls and procedures were effective.
(Evaluation of internal control is only required in the 10-K).
There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Registrant is not currently involved in any litigation.
Item 1a. Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosure
[Not Applicable]
Item 5. Other Information
None
Item 6. Exhibits
Exhibits | |
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3.1 |
Articles of Incorporation (1) |
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|
3.2 |
By-Laws (1) |
|
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31.1 |
Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer |
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31.2 |
Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial Officer |
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32.1 |
Section 1350 Certifications of Principal Executive and Financial Officer |
(1) Incorporated by reference from the Companys filing with the Commission on December 19, 2008. |
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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.
Dated: April 6, 2015. VGAMBLING, INC.
BY: /s/ Grant Johnson Grant Johnson, Principal Executive and Financial Officer |
15