Attached files
| file | filename |
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| EX-32 - CERTIFICATION PURSUANT TO SECTION 1350 - BLGI, INC. | ex_32-1.htm |
| EX-31 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002 - BLGI, INC. | ex_31-1.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 April 30, 2015
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 333-188785
Envoy Group Corp.
(Exact name of registrant as specified in its charter)
Florida |
| 46-2500923 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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28494 Westinghouse Place, Suite 213 Valencia CA |
| 91355 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number (661) 449-9630
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
¨ Yes x 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 x 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 a 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.
x Yes ¨ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.
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. See the definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
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| Accelerated filer |
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Non-accelerated filer |
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| Smaller reporting company |
| x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)
x Yes ¨ No
There was no trading market for the voting and non-voting common equity held by non-affiliates on the last business day of the registrant’s most recently completed second fiscal quarter.
The number of shares outstanding of the registrant’s common stock as of July 30, 2015 is 80,000,000.
DOCUMENTS INCORPORATED BY REFERENCE — NONE
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TABLE OF CONTENTS
FORM 10-K
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| Part I |
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Item 1. |
| BUSINESS |
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Item 1A. |
| RISK FACTORS |
| 7 |
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Item 1B. |
| UNRESOLVED STAFF COMMENTS |
| 7 |
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Item 2. |
| PROPERTIES |
| 7 |
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Item 3. |
| LEGAL PROCEEDINGS |
| 7 |
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Item 4. |
| MINE SAFETY DISCLOSURES |
| 8 |
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| Part II |
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Item 5. |
| MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
| 8 |
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Item 6. |
| SELECTED FINANCIAL DATA |
| 8 |
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Item 7. |
| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
| 8 |
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Item 7A. |
| QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
| 11 |
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Item 8. |
| FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
| 11 |
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Item 9. |
| CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
| 12 |
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Item 9A. |
| CONTROLS AND PROCEDURES |
| 12 |
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Item 9B. |
| OTHER INFORMATION |
| 12 |
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| Part III |
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Item 10. |
| DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
| 12 |
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Item 11. |
| EXECUTIVE COMPENSATION |
| 13 |
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Item 12. |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
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Item 13. |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
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Item 14. |
| PRINCIPAL ACCOUNTING FEES AND SERVICES |
| 14 |
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| Part IV |
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Item 15. |
| EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
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| SIGNATURES |
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Part I
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information contained in this Form 10-K contains “forward-looking statements.” These forward-looking statements are contained principally in the sections titled “Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our future financial performance; the continuation of historical trends; the sufficiency of our cash balances for future needs; our future operations; the relative cost of our operation methods as compared to our competitors; new production projects, entry and expansion into new markets; achieving status as an industry leader; our competitive advantages over our competitors; brand image; our ability to meet market demands; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor and financial resources; the risks generally associated with develop stage companies; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
As used in this Form 10-K “we”, “our”, “us”, “the Company” and “Envoy Group” refer to Envoy Group Corp. unless the context requires otherwise.
Item 1. BUSINESS.
Company Overview
Overview
As of the April 30, 2015, we have not established any business operations and have not achieved any revenues. We have not commenced providing any services, have not created relationships with any potential customers, have not obtained a facility or achieving our business plan. Importantly, there is no guarantee that we will succeed in accomplishing any other goals. In order to accomplish these goals, we anticipate that we will require not less than $575,000 in additional financing. We have taken no steps to secure the disclosed additional financing that we will need to implement our business plan.
We were incorporated in the State of Florida on April 8, 2013, as a for-profit company with a fiscal year end of April 30.
We have not accomplished any of our intended efforts to date. We have not generated any revenues to date and our activities have been limited to organizational matters, the preparation of our business plan, and the preparation of the financial statements and other information presented in the Prospectus. Our ability to establish operations is entirely dependent on our ability to raise sufficient financing to execute our business plan, however there is no guarantee that we will be successful in this regard. Furthermore, if we successfully establish operations, there is no guarantee that there will be significant market for our services or that we will achieve significant revenues, if at all.
We believe that we are not a blank check company subject to the provisions of Section (a)(2) of Rule 419 under the Securities Act of 1933 and pursuant to the guidelines specified in Securities Act Release No. 6932 (April 13, 1992) 1992 WL 81275. Section (a)(2) of Rule 419 defines a blank check company as a company that is issuing penny stock and that is “a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity. “In the adopting release the Commission stated that would “scrutinize registered offerings for attempts to create the appearance that the registrant is not a development stage company or has a specific business plan, in an effort to avoid the application of Rule 419.” See id. At*2. The provisions of that Release discuss Rule 419 provisions which specify that a” blank check company” means a development stage company that either has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies and is issuing “penny stock” as defined in Rule 3a51-1 of the Securities Exchange Act of 1934.
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Envoy Group Corp. has a specific business plan. We are a development stage company with limited operating history. We are relying on the provisions of the above release, which specify that start-up companies with specific business plans are not subject to the provisions of Rule 419, even if operations have not commenced at the time of the offering. The company, its sole officer and director, any promoters and any affiliates have no intention for the company to be used as a vehicle for a private company to become a reporting company.
We intend to open a Pilot Adult Day Care Center in the Sarasota County, Florida area. We intend to develop our business to cater to seniors who can no longer manage independently, or who are isolated and lonely. With life expectancy rising, more and more seniors will need assistance as they age. We intend to provide seniors with a program to socialize with others while still receiving needed care services. We intend to provide seniors with a non-residential facility that supports the health, nutritional, social support and daily living needs in a professionally staffed group setting enabling them to enjoy their day while receiving care and support they need. We plan to have our services to be supervised by registered and or licensed personnel. We intend the daily activities for our seniors to be tailored to be tailored to their needs by providing them with supervised activity.
Envoy Group Corp. feels that we can create a vibrant and social community for seniors to enjoy their day while receiving the care and support they need.
Envoy Group Corp. intends to provide a specially trained staff, to handle seniors complex health related needs. We anticipate that family care givers will have peace of mind knowing their aging parents or senior loved ones is spending the day in our intended safe, fun and social environment while receiving expert care.
There were 40.1 million Americans aged 65 or older in 2010 and 80.1 million Americans projected in 2050. (http://www.census.gov/prod/1/pop/p23-190/p23190-f.pdf). Envoy Group Corp. believes that as the population grays and lives longer, the demand and need for the care of the elderly will grow and rise in importance, whereby meeting their special needs is expected to be one of the fastest growing industries. It is Envoy Group Corp.’s belief that the elderly resist entering institutions full time, which means Envoy Group Corp. services is poised to assist the elderly as they continue to live at home.
We anticipate that families will consider Adult Day Care services for their parents and grandparents. We anticipate that the government may be willing to assist families with care giving at home.
Through our intended Adult Day Care Centers, we intend to create a caring and stress-free environment that combines educational, health and fitness, and emotional well-being spa services. We intend to utilize only the most qualified professional staff. All Registered Nurses, Physical Therapists, Nutritionist licensed by the state. We intend to develop a reputation by placing heavy emphasis on our Licensed/Certified professional staff and expert consultants. We intend to offer consumer numerous options and choices for service as well as counseling.
Nursing Services
Envoy Group Corp. believes our Day Care Center will be staffed with the most qualified Registered and/or Licensed nurses in the field. We intend to provide specially certified and trained staff to work with issues related to aging seniors.
Nursing Services that are offered intend to include:
· | Medication administration and/or oversight. |
· | Weight and vitals |
· | Diabetic care, feeding tubes, dressing changes |
· | And other intended services that are needed by seniors. |
Meals
Meals are the perfect time for friends to socialize, celebrate and sharing memories. Envoy Group Corp. feels our intended dining room and food may help turn each meal into a special event. We intend to offer a light breakfast, catered lunch and an afternoon snack and special diets that are easily accommodated and intended to assist at mealtime.
Activities
Envoy Group Corp. intends to create a custom program of individual and group activities that consider the whole person as an individual including, social, emotional, spiritual, physical, and creative needs.
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Our intended activities will be innovative and different:
· | Pet Therapy |
· | Trivia |
· | Outdoor picnics on our intended patio with gardening and barbecue |
· | Computers for memory enhancement or keeping in touch with grand children on Social Networks |
· | Dancing |
· | Arts & Crafts |
· | Bingo |
· | Guest Speakers |
· | Movies (On video or an outing at a theater) |
· | Music Therapy |
· | Baking and Cooking classes |
· | Current Events |
· | Knitting |
· | Birthday Parties |
· | Indoor golf putting green |
· | Bowling outings |
Salon And Spa Services:
Our intended center intends to have a Unisex Beauty Salon staffed by outside beauticians familiar with handling the special needs of seniors. Our Salon and Spa Services intends to include the following:
· | Haircuts and styling |
· | Perms |
· | Hair coloring |
· | Facials |
· | Manicures |
· | Pedicures |
· | Massages |
We intend to offer the following massages:
· | Swedish Massage |
· | Chair Massage |
· | Deep Tissue Massage |
· | Holistic Massage |
· | Aromatherapy |
· | Trigger Therapy Massage |
· | Reflexology |
· | Lymphatic Drainage |
· | Sports Massage |
· | Neuromuscular Massage |
· | Myofascial Release |
· | Craniol Sacral Therapy |
· | Reiki Healing |
Transportation
Envoy Group Corp. intends to provide (if required) door to door transportation from our center in the morning and evening. We also intend to locate our center near retail and business centers so dropping off and picking up are convenient.
We intend over the next 18 months to establish an Adult Day Care Center services to provide an environment that sparks customer interest, excitement, education, health and fun. The company intends to supplement our sole Officer and Director’s experience by utilizing consultants in other specialties to create strategy and content. The intended Center will consist of an educational area, fitness area, spa service area, socialization area and cafeteria.
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Management
Our Chairman and CEO has been a founder, CEO and board member of several public companies and brings 29 years of entrepreneurial, operational and capital market experience to Envoy Group. His unique ability of bringing capital to early stage projects will be a benefit to advancing the business objectives of the Company. Mr. Sangha networks with other professionals that can provide additional support as consultants that will be required in the Adult Day Care Center.
We do not currently have any agreements in place with customers for the provision of our services, or any suppliers.
Once our intended pilot Adult Day Care Center is established, we intend to offer others the opportunity to franchise our future name and concept.
NAME AND ADDRESS |
| AGE |
| POSITION(S) |
Harpreet Sangha 12820 Hubbard Street Sylmar, CA 92037 |
| 51 |
| President, Secretary/ Treasurer, Principal Executive Officer, Principal Financial Officer and sole member of the Board of Directors |
Competition
We believe that the principal methods of competition in the company’s intended market are the traditional local and regional adult day care companies. Sarah Adult Day Services Inc. Canton, OH 44704 appears to be the largest in the USA and operates in 18 states. However, we believe that very few companies are focusing on this need. We believe that Envoy Group Corp. intents to enter into this market place to address problems with solutions. The National traditional companies have the finances and resources to become major players in this market if they elect to do so. We believe that there is a huge growing need for new types of companies to enter into this market to provide adult day care services. However we believe, Envoy Group Corp. Adult Day Care Center services may provide success in this market segment.
Employees
As of April 30, 2015, we have no employees other than Mr. Sangha, our sole officer and director. Mr. Sangha has the flexibility to work on our business up to 10 to 25 hours per week. He is prepared to devote more time to our operations as may be required and we do not have any employment agreements with him.
We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our sole director and officer.
During the initial implementation of our business plan, we intend to hire independent consultants to assist in the development and execution of our business operation.
Item 1A. Risk Factors.
Not required for smaller reporting companies.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
As we have no operations, we currently require only limited office space for the administration of our business. This space is currently provided to us free of charge at the office of our sole Officer and Director. If we raise sufficient capital to implement our business plan, we intend to establish our base of operations in the County of Sarasota, Florida and to market our services in and around that location. However, as of the date of this Prospectus, we have not identified any specific location for our planned operating facility and do not have sufficient financial resources to lease such a facility.
Item 3. Legal Proceedings.
None.
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Item 4. Mine Safety Disclosures
None.
Part II
Item 5. Market for the registrant’s common equity, related stockholder matters and Issuer purchases of equity securities.
There is currently no trading market for our common stock and there is no assurance that a regular trading market will ever develop. OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
To have our common stock listed on any of the public trading markets, including the OTC Bulletin Board, we will require a market maker to sponsor our securities. We have not yet engaged any market maker to sponsor our securities, and there is no guarantee that our securities will meet the requirements for quotation or that our securities will be accepted for listing on the OTC Bulletin Board. This could prevent us from developing a trading market for our common stock.
Holders
As of the date of this filing, there were 21 holders of record of our common stock.
Equity Compensation Plan Information
The Company does not have any equity compensation plans.
Dividend Policy
To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.
Item 6. Selected Financial Data.
Not required for smaller reporting companies.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Critical Accounting Policies
See “Footnotes” section to the financial statements for a complete summary of the significant accounting policies used in the presentation of our financial statements. The summary is presented to assist the reader in understanding the financial statements. The accounting policies used conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Because of our election to not opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, our financial statements may not be comparable to companies that comply with public company effective dates.
Concentrations, Risks, and Uncertainties
The Company did not have a concentration of business with suppliers or customers constituting greater than 10% of the Company’s gross sales during the reporting period.
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Stock Based Compensation
For purposes of determining the variables used in the calculation of stock compensation expense under the provisions of FASB ASC Topic 505, “Equity” and FASB ASC Topic 718, “Compensation — Stock Compensation,” management would perform an analysis of current market data and historical company data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, management uses these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted, any fluctuations in these calculations could have a material effect on the results presented in the Company’s statement of operations and other comprehensive income. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on the Company’s financial statements.
Recently Issued Accounting Standards:
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.
Results of Operations
The following discussion of the Company’s financial condition and the results of operations should be read in conjunction with the Financial Statements and Notes thereto appearing elsewhere in this document.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that in addition to the description of historical facts contained herein, this report contains certain forward-looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company’s other filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those, described in the forward-looking statements. These factors include, among others: (a) the Company’s fluctuations in sales and operating results; (b) risks associated with international operations; (c) regulatory, competitive and contractual risks; (d) product development risks; (e) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments through a combination of enhanced sales force, new products, and customer service; and (f) pending litigation.
Management’s Plan of Operation
We do not have adequate funds to satisfy our working capital requirements for the next twelve months. We believe we must raise a total of $575,000 to pay for expenses associated with our development. These funds will be used to finance anticipated activities during our development plan as described below. All anticipated expenses are based on estimates made by our sole Officer and Director based on her experience in her industry on her personal research. These costs may vary considerably based on the current local, state, or national economic conditions.
We intend to pursue capital through public or private equity financing and by borrowing from any available sources if required in order to finance our business activities. Our sole Officer and Director has not made any written or verbal commitment to provide additional financing to our Company. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to continue our operations may be significantly hindered.
We have not yet begun the development of any of our anticipated services and even if we do secure adequate financing, there can be no assurance that our services will be accepted by the marketplace and that we will be able to generate revenues.
Our sole Officer and Director will be responsible for business plan development. If we develop our services and are in a position to begin sales and marketing we intend to hire independent consultants as we deem necessary.
Results of Operations
There is no historical financial information about us upon which to base an evaluation of our performance. We have incurred expenses of $34,733 in our operations for the year ended April 30, 2015 and our activities primarily consisted of the conversion of 60,000,000 common shares to 10,000 Series A. Preferred Shares, the conversion reversal of 10,000 Series A Preferred Shares back to 60,000,000 common shares and the cancellation of 40,000,000 common shares.
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We have not generated any revenues from our operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. To become profitable and competitive, we must develop the business plan and execute the plan. Our management will attempt to secure financing through various means including borrowing and investment from institutions and private individuals.
Since inception, the majority of our time has been spent refining its business plan and preparing for a primary financial offering.
Our results of operations are summarized below:
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| April 30, 2015 |
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Revenue |
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| — |
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Cost of Revenue |
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| — |
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Expenses |
| $ | 34,733 |
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Net Loss - |
| $ | (34,733 | ) |
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Net Loss per Share - Basic and Diluted |
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| (0.00 | ) |
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Weighted Average Number Shares Outstanding - Basic and Diluted |
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| 76,219,178 |
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Liquidity and Capital Resources
As of the date of this annual report, we have not generated any revenues from our business operations. As at April 30, 2015, there are 80,000,000 shares of common stock issued and outstanding. Total cash proceeds received from common share issuance since inception to April 30, 2015 is $46,500.
We currently have $106 cash on hand. Our current cash is not sufficient to meet the obligations associated with being a company that is fully reporting with the SEC. We believe that the current cash will allow us to conduct minimal operations for an eighteen month period while meeting our state and SEC required compliance obligations, and we will require additional financing in the form of share issuance proceeds or advances from our sole director.
Our business expansion will require significant capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure. Despite our current financial status we believe that we may be able to issue notes payable or debt instruments in order to start executing our business plan. However, there can be no assurance that we will be able to raise money in this fashion and have not entered into any agreements that would obligate a third party to provide us with capital.
Through the year ended April 30, 2015, we spent $34,733 on general and administrative operating expenses. We relied on advances from our sole director to fund general and administrative operating expenses. . We currently have no working capital.
To date, the Company has managed to keep our monthly cash flow requirement low for two reasons. First, our sole officer does not draw a salary at this time. Second, the Company has been able to keep our operating expenses to a minimum by operating in space owned by our sole officer.
The Company currently has no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.
The sole director and officer has made no commitments written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.
Our independent auditor has expressed doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.
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Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors is comprised of one individual who is also our executive officer. Our executive officer makes decisions on all significant corporate matters such as the approval of terms of the compensation of our executive officer and the oversight of the accounting functions.
Emerging Growth Company
We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
Jumpstart Our Business Startups Act of 2012.
The JOBS Act permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. Pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company.” This election will permit us to delay the adoption of new or revised accounting standards that will have different effective dates for public and private companies until such time as those standards apply to private companies. Upon the issuance of a new or revised accounting standard that applies to our financial statements and has a different effective date for public and private companies, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt said accounting standard. We may take advantage of the extended transition period until the first to occur of the date we (i) are no longer an “emerging growth company” or (ii) affirmatively and irrevocably opt out of the extended transition period. Consequently, our financial statements may not be comparable to companies that comply with public company effective dates.
For additional discussion regarding the JOBS Act and the exemptions available to “emerging growth companies” thereunder, please refer to the risk factor entitled “We are an “emerging growth company” and we cannot be certain if we will be able to maintain such status or if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.”
Critical Accounting Policies
There are no critical accounting policies at present due to the extent of the Company’s operations currently.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not required for smaller reporting companies.
Item 8. Financial Statements and Supplementary Data.
The financial statements required by this Item 8 are included at the end of this Report beginning on page F-1.
- 11 -
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
We carried out an evaluation as required by paragraph (b) of Rule 13a-15 and 15d-15 of the Exchange Act, under the supervision and with the participation of our management, including our Chief Executive Officer and 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 April 30, 2015. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of April 30, 2015.
Report of Management on Internal Controls over Financial Reporting.
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2015, utilizing the framework established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined that the Company’s internal control over financial reporting as of April 30, 2015, was not effective, primarily as a result of the fact that the Company has only one employee, who has a background in accounting but the Company’s control environment lacks segregation of duties.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Management necessarily applied its judgment in assessing the benefits of controls relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and may not be detected.
Changes in Internal Control over Financial Reporting.
There have been no changes in our internal controls over financial reporting that occurred during the year ended April 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
Part III
Item 10. Directors, Executive Officers and Corporate Governance.
Officer and Director
Our sole officer and director will serve until her successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serve until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation committees.
The name, address, age and position of our president, secretary/treasurer, and director and vice president is set forth below:
NAME AND ADDRESS |
| AGE |
| POSITION(S) |
Harpreet Sangha 12820 Hubbard Street Sylmar, CA 92037 |
| 51 |
| President, Secretary/ Treasurer, Principal Executive Officer, Principal Financial Officer and sole member of the Board of Directors |
The person named above has held her offices/positions since the inception of our company and is expected to hold her offices/positions until the next annual meeting of our stockholders.
- 12 -
Business Experience
HARPREET SANGHA, SOLE OFFICER AND DIRECTOR
Mr. Sangha has been a founder, CEO and board member of several public companies and brings 29 years of entrepreneurial, operational and capital market experience to Envoy Group Corp. In 1986 he started his career as Investment Advisor and gained his affinity for raising capital for numerous startups and early stage public companies. Mr. Sangha departed this position in March 2006 to apply his unique ability of bringing capital to early stage projects and founded Douglas Lake Minerals. In the role of CEO, his leadership in Douglas Lake overcame rigorous operational challenges in the African environment and brought the value of the company to $240 million. He has also served as CEO, Secretary, and director of Sharprock Resources Inc. (OTCBB: SHRK) where he raised capital to explore a preproduction gold project in the Chukotka Region of Russia. He joined Rango Energy, Inc. in 2012 as Chairman of the Board and Chief Executive Officer. Mr. Sangha has established many valuable contacts and relationships with institutional clients worldwide.
Directors
Mr. Sangha is our only Director. Our Directors will hold his offices/positions since the inception of our company and is expected to hold his offices/positions until the next annual meeting of our stockholders.
Board Committees
Our Board of Directors has not yet appointed an audit committee, a compensation committee, or a nominating and corporate governance committee due to the small size of the Company and our Board. We have no current plans to establish an independent audit committee, compensation committee or corporate governance committee.
Code of Ethics
The Board of Directors adopted a Code of Ethics for the Company on April 8, 2013.
Item 11. Executive Compensation.
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.
SUMMARY COMPENSATION TABLE | ||||||||||||||||||
Name and principal position |
| Year |
| Salary ($) |
| Bonus ($) |
| Stock Awards ($) |
| Option Awards ($) |
| Non-Equity Incentive Plan Compensation ($) |
| Nonqualified Deferred Compensation Earnings ($) |
| All Other Compensation ($) |
| Total ($) |
Jocelyn Nicholas, |
| 2015 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
Former CEO & CFO |
| 2014 |
| $10,000 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| $10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harpreet Sangha, |
| 2015 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
CEO & CFO |
| 2014 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
Outstanding Equity Awards At Fiscal Year-end Table
At the end of our last completed fiscal year, our named executive officer did not have any outstanding unexercised options, stock that has not vested, or equity incentive plan awards.
Compensation of Directors
Our director did not receive any compensation for her services as a director of the Company.
- 13 -
Background and Qualifications of Directors.
When considering whether directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board of Directors focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. As more specifically described in the biographies set forth above, our directors possess relevant knowledge and experience in the finance, accounting and business fields generally, which we believe enhances the Board’s ability to oversee, evaluate and direct our overall corporate strategy.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table provides the names and addresses of each person known to Envoy to own more than 5% of the outstanding common stock as of April 30, 2015 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
Title of Class |
| Name and Address of Shareholders |
| Amount and Nature of Shareholders Ownership |
| Percent of Class |
|
Common Stock |
| Harpreet Sangha |
| 50,000,000 |
| 62.50 | % |
|
| 12820 Hubbard Street |
|
|
|
|
|
|
| Sylmar, CA 92037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| All other Shareholders |
| 30,000,000 |
| 37.50 | % |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
As at April 30, 2015, there is a balance of $18,462 owed to our current sole director and officer for the advances of working capital and expenses paid on behalf of the Company.
There have been no other transactions since our inception April 8, 2013, or any currently proposed transactions in which we are, or plan to be, a participant and in which any related person had or will have a direct or indirect material interest.
Director Independence
We intend to quote our securities on the OTC Bulletin Board which does not have any director independence requirements. Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.
Item 14. Principal Accountant Fees and Services.
The following table shows what the auditor billed for the audit and other services for the year ended April 30, 2015.
|
| Year Ended April 30, 2015 |
| |
Audit Fees |
| $ | 8,500 |
|
Audit-Related Fees |
|
| — |
|
Tax Fees |
|
| — |
|
All Other Fees |
|
| — |
|
Total |
| $ | 8,500 |
|
Audit Fees — This category includes the audit of the Company’s annual financial statements, review of financial statements included in the Company’s Form 10-Q Quarterly Reports and services that are normally provided by the independent auditors in connection with engagements for those years.
Audit-Related Fees — N/A
Tax Fees — N/A
- 14 -
Overview — The Company’s Board reviews, and in its sole discretion pre-approves, our independent auditors’ annual engagement letter including proposed fees and all audit and non-audit services provided by the independent auditors. Accordingly, all services described under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” were pre-approved by our Company’s Board. The Board may not engage the independent auditors to perform the non-audit services proscribed by law or regulation.
Part IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Financial Statements.
Reports of Independent Registered Public Accounting Firms | F-1 |
|
|
Balance Sheets | F-3 |
|
|
Statements of Operations | F-4 |
|
|
Statement of Stockholders’ Deficit | F-5 |
|
|
Statements of Cash Flows | F-6 |
|
|
Notes to the Financial Statements | F-7 |
(b) Exhibits
Exhibit Number |
| Description |
3.1(i) |
| Articles of Incorporation (1) |
3.1(ii) |
| Amendment to Articles of Incorporation (1) |
3.2 |
| By-Laws (1) |
31.1 |
| Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 |
| Certification of CEO and CFO pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS** |
| XBRL Instance File |
101.SCH** |
| XBRL Schema File |
101.CAL** |
| XBRL Calculation File |
101.DEF** |
| XBRL Definition File |
101.LAB** |
| XBRL Label File |
101.PRE** |
| XBRL Presentation File |
|
|
|
** XBRL |
| information is furnished and not filed or a 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. |
- 15 -
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.
SIGNATURES |
| TITLE |
| DATE |
|
|
|
|
|
/s/ Harpreet Sangha |
| Chief Executive Officer and |
| August 7, 2015 |
Harpreet Sangha |
| Chief Financial Officer |
|
|
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 |
| DATE |
|
|
|
|
|
/s/ Harpreet Sangha |
| Chief Executive Officer, |
| August 7, 2015 |
Harpreet Sangha |
| Chief Financial Officer and Sole Director |
|
|
- 16 -
ENVOY GROUP CORP.
INDEX TO THE FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firms | F–1 |
|
|
Balance Sheets at April 30, 2015 and 2014 | F–3 |
|
|
Statements of Operations and Comprehensive Loss for the years ended April 30, 2015 and 2014 | F–4 |
|
|
Statements of Stockholders’ Deficit for the years ended April 30, 2015 and 2014 | F–5 |
|
|
Statements of Cash Flows for the years ended April 30, 2015 and 2014 | F–6 |
|
|
Notes to the Financial Statements | F–7 |
- 17 -
Report of Independent Registered Public Accounting Firm
To the Directors and Stockholders
Envoy Group Corp.
We have audited the accompanying balance sheet of Envoy Group Corp. as of April 30, 2015 and the related statements of operations and comprehensive loss, cash flows and stockholders’ deficit for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Envoy Group Corp. as of April 30, 2014 were audited by other auditors whose report dated July 28, 2014, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Envoy Group Corp. as of April 30, 2015, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not generated any revenues and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ Manning Elliott LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, Canada
July 30, 2015
F-1
Messineo & Co., CPAs LLC 2471 N McMullen Booth Road, Suite 302 Clearwater, FL 33759-1362 T: (518) 530-1122 F: (727) 674-0511 |
|
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
ENVOY GROUP CORP.
Valencia CA
We have audited the accompanying balance sheet of ENVOY GROUP CORP. as of April 30, 2014 and the related statement of operations, stockholders' equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as, evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ENVOY GROUP CORP. as of April 30, 2014 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred a loss, has not generated revenues, and may be unable to raise further equity. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Messineo & Co, CPAs, LLC
Clearwater, Florida
July 28, 2014
F-2
ENVOY GROUP CORP.
BALANCE SHEETS
(Expressed in U.S. Dollars)
|
| April 30, |
| April 30, |
| ||
|
| 2015 |
| 2014 |
| ||
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 106 |
| $ | — |
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
| $ | 106 |
| $ | — |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
| $ | 14,827 |
| $ | — |
|
Due to related party (Note 4) |
|
| 18,462 |
|
| — |
|
Loans payable |
|
| 1,550 |
|
| — |
|
Total Current Liabilities |
|
| 34,839 |
|
| — |
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, of which |
|
| — |
|
| — |
|
Common stock, $0.0001 par value; 240,000,000 shares authorized; |
|
| 8,000 |
|
| 12,000 |
|
Additional paid-in capital |
|
| 38,500 |
|
| 34,500 |
|
Accumulated deficit |
|
| (81,233 | ) |
| (46,500 | ) |
Total Stockholders’ Deficit |
| $ | (34,733 | ) | $ | — |
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ | 106 |
| $ | — |
|
The accompanying notes are an integral part of these financial statements.
F-3
ENVOY GROUP CORP.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in U.S. Dollars)
|
| For the Year Ended April 30, |
| ||||
|
| 2015 |
| 2014 |
| ||
|
|
| |||||
OPERATING EXPENSES |
|
| |||||
General and administrative |
| $ | 12,065 |
| $ | 198 |
|
Professional fees |
|
| 22,668 |
|
| 46,210 |
|
|
|
|
|
|
|
|
|
NET LOSS AND COMPREHENSIVE LOSS |
| $ | (34,733 | ) | $ | (46,408 | ) |
|
|
|
|
|
|
|
|
NET LOSS PER COMMON SHARE – BASIC AND DILUTED |
| $ | (0.00 | ) | $ | (0.00 | ) |
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED |
|
| 76,219,178 |
|
| 107,178,082 |
|
The accompanying notes are an integral part of these financial statements.
F-4
ENVOY GROUP CORP.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Expressed in U.S. Dollars)
|
|
|
|
|
| Additional |
|
|
| Total |
| ||||||||||
|
| Preferred Stock |
| Common Stock |
| Paid-in |
| Accumulated |
| Stockholders’ |
| ||||||||||
|
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Deficit |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – April 30, 2013 |
| — |
| $ | — |
|
| 90,000,000 |
| $ | 9,000 |
| $ | — |
| $ | (92 | ) | $ | 8,908 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares issued |
| — |
|
| — |
|
| 30,000,000 |
|
| 3,000 |
|
| 34,500 |
|
| — |
|
| 37,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| (46,408 | ) |
| (46,408 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – April 30, 2014 |
| — |
| $ | — |
|
| 120,000,000 |
| $ | 12,000 |
| $ | 34,500 |
| $ | (46,500 | ) | $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of common shares to preferred shares |
| 10,000 |
|
| 10 |
|
| (60,000,000 | ) |
| (6,000 | ) |
| 5,990 |
|
| — |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of preferred shares to common shares |
| (10,000 | ) |
| (10 | ) |
| 60,000,000 |
|
| 6,000 |
|
| (5,990 | ) |
| — |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation of common shares |
| — |
|
| — |
|
| (40,000,000 | ) |
| (4,000 | ) |
| 4,000 |
|
| — |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| (34,733 | ) |
| (34,733 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – April 30, 2015 |
| — |
| $ | — |
|
| 80,000,000 |
| $ | 8,000 |
| $ | 38,500 |
| $ | (81,233 | ) | $ | (34,733 | ) |
The accompanying notes are an integral part of these financial statements.
F-5
ENVOY GROUP CORP.
STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)
|
| For the Year Ended April 30, |
| ||||
|
| 2015 |
| 2014 |
| ||
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
Net loss |
| $ | (34,733 | ) | $ | (46,408 | ) |
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
| 14,827 |
|
| — |
|
|
|
|
|
|
|
|
|
Net Cash Used in Operating Activities |
|
| (19,906 | ) |
| (46,408 | ) |
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
Proceeds from issuance of common stock |
|
| — |
|
| 37,500 |
|
Advances from related party |
|
| 18,462 |
|
| — |
|
Proceeds received from loans payable |
|
| 1,550 |
|
| — |
|
|
|
|
|
|
|
|
|
Net Cash Provided by Financing Activities |
|
| 20,012 |
|
| 37,500 |
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash and Cash Equivalents |
|
| 106 |
|
| (8,908 | ) |
|
|
|
|
|
|
|
|
Cash and Cash Equivalents, Beginning of Year |
|
| — |
|
| 8,908 |
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents, End of Year |
| $ | 106 |
| $ | — |
|
|
|
|
|
|
|
|
|
SUPPLEMENTARY CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
Interest paid |
| $ | — |
| $ | — |
|
Income taxes paid |
| $ | — |
| $ | — |
|
The accompanying notes are an integral part of these financial statements.
F-6
ENVOY GROUP CORP.
Notes to the Financial Statements
For the Years Ended April 30, 2015 and 2014
NOTE 1. NATURE OF BUSINESS
Envoy Group Corp. (the “Company”), a Florida corporation, was incorporated on April 8, 2013 with its corporate headquarters located in Valencia, California. It is the Company’s intent to develop a service to provide adult day care. The Company’s year-end is April 30.
NOTE 2. GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the year ended April 30, 2015, the Company had no revenues and has increased losses since inception. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including related party advances and term notes until such time that funds provided by operations are sufficient to fund working capital requirements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3. SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed are:
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The Company regularly evaluates estimates related to fair value measurements and deferred income tax asset valuation allowance. Actual results could differ from those estimates.
FOREIGN CURRENCY TRANSLATION
The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
FINANCIAL INSTRUMENTS
ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
F-7
ENVOY GROUP CORP.
Notes to the Financial Statements
For the Years Ended April 30, 2015 and 2014
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The financial instruments consist principally of cash, accounts payable, and due to related parties. The fair value of cash when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of April 30, 2015 and 2014, as follows:
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| Quoted Prices in |
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| Other |
| Significant |
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| For Identical |
| Observable |
| Unobservable |
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| Balance as of |
| Balance as of |
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| April 30, 2015 |
| April 30, 2014 |
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Assets: |
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Cash | 106 |
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| 106 |
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The Company does not have any liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet as of April 30, 2015 and 2014.
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions.
CASH AND CASH EQUIVALENTS
All cash investments with an original maturity of three months or less are considered to be cash equivalents.
INCOME TAXES
The Company accounts for income taxes under ASC 740 “Income Taxes.” 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.
F-8
ENVOY GROUP CORP.
Notes to the Financial Statements
For the Years Ended April 30, 2015 and 2014
NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per share is calculated in accordance with ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.
Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at April 30, 2015 and 2014. As of April 30, 2015 and 2014, the Company had no dilutive potential common shares.
RECENT ACCOUNTING PRONOUNCEMENTS
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.
NOTE 4. RELATED PARTY TRANSACTIONS AND BALANCES
As at April 30, 2015, the Company was indebted to the majority shareholder in the amount of $18,462 (2014 - $nil) for advances of working capital and expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand.
NOTE 5. SHARE CAPITAL
On May 9, 2014, the Company amended its Articles of Incorporation, decreasing the number of common stock authorized from 250,000,000 to 240,000,000, par value of $0.0001, and authorizing 10,000,000, par value of $0.0001, shares of preferred shares.
At the time of the amendment, the Company designated 10,000 shares of its authorized but unissued shares of preferred stock as Series A Preferred Stock. The 10,000 Series A Preferred Stock shall have an aggregate voting power of 45% of the combined voting power of the entire Company’s shares, common stock and preferred stock, as long as the Company is in existence. Each holder of the Series A Preferred Stock shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the by-laws of the Company, and shall be entitled to vote, together with holders of common stock, with respect to any question upon which holders of common stock have the right to vote. Without the vote or consent of holders of at least a majority of the shares of Series A Preferred Stock then outstanding, the Company may not (i) authorize, create or issue, or increase the authorized number of shares of, any class or series of capital stock ranking prior to or on a parity with the Series A Preferred Stock, (ii) authorize, create or issue any class or series of common stock of the Company other than the common stock, (iii) authorize any reclassification of the Series A Preferred Stock, (iv) authorize, create or issue any securities convertible into or exercisable for capital stock prohibited by (i) or (ii), (v) amend this Certificate of Designations or (vi) enter into any merger or reorganization, or disposal of assets involving 20% of the total capitalization of the Company.
Subject to the rights of the holders of any other series of preferred stock ranking senior to or on a parity with the Series A Preferred Stock with respect to liquidation and any other class or series of capital stock of the Company ranking senior to or on a parity with the Series A Preferred Stock with respect to liquidation, in the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the holders of record of the issued and outstanding shares of Series A Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to the holders of shares of Series A Preferred Stock, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock and any other series of preferred stock ranking junior to the Series A Preferred Stock with respect to liquidation.
The holders of the Series A Preferred Stock shall not be entitled to receive dividends per share of Series A Preferred Stock. The Company shall have no rights to redeem Series A Preferred Stock.
On October 22, 2014, the Company completed a 10:1 forward stock split. All share numbers have been retroactively restated as if the forward stock split had occurred at the Company’s inception.
F-9
ENVOY GROUP CORP.
Notes to the Financial Statements
For the Years Ended April 30, 2015 and 2014
COMMON STOCK
On October 3, 2013, the Company completed a public offering of 30,000,000 shares of common stock issued at $0.00125 for proceeds of $37,500.
On May 28, 2014, the Company issued 10,000 shares of Series A preferred stock in exchange for the return of 60,000,000 shares of common stock held by the Company’s majority shareholder.
On September 30, 2014, the Company issued 60,000,000 shares of common stock in exchange for the return of 10,000 shares of Series A preferred stock held by the Company’s majority shareholder.
On September 30, 2014, the Company cancelled 40,000,000 shares of common stock that was returned to the Company by its majority shareholder.
PREFERRED STOCK - SERIES A
On May 28, 2014, the Company issued 10,000 shares of Series A preferred stock in exchange for the return of 60,000,000 shares of common stock held by the Company’s majority shareholder.
On September 30, 2014, the Company issued 60,000,000 shares of common stock in exchange for the return of 10,000 shares of Series A preferred stock held by the Company’s majority shareholder.
NOTE 6. INCOME TAXES
The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The reconciliation of the provision for income taxes at the United States federal and state statutory rate compared to the Company’s income tax expense as reported is as follows:
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| April 30, 2015 $ |
| April 30, 2014 $ |
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Net loss |
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| 34,733 |
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| 46,408 |
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Income tax rate |
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| 35% |
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| 35% |
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Expected income tax benefit |
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| (12,157 | ) |
| (16,243 | ) |
Valuation allowance change |
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| 12,157 |
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| 16,243 |
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Provision for income taxes |
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| — |
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| — |
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The significant components of deferred income tax assets at April 30, 2015 and 2014, are as follows:
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| April 30, 2015 $ |
| April 30, 2014 $ |
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Net operating loss carryforward |
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| 28,432 |
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| 16,275 |
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Valuation allowance |
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| (28,432 | ) |
| (16,275 | ) |
Net deferred income tax asset |
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| — |
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The Company has net operating loss carryforwards of approximately $81,233 available to offset taxable income in future years which expires beginning in fiscal 2033. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years.
F-10