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EX-32.1 - EXHIBIT 32.1 - WEST COAST VENTURES GROUP CORP.ex32_1apg.htm
EX-31.2 - EXHIBIT 31.2 - WEST COAST VENTURES GROUP CORP.ex31_2apg.htm
EX-21.1 - EXHIBIT 21.1 - WEST COAST VENTURES GROUP CORP.ex21_1apg.htm
EX-31.1 - EXHIBIT 31.1 - WEST COAST VENTURES GROUP CORP.ex31_1apg.htm
EX-10.5 - EXHIBIT 10.5 - WEST COAST VENTURES GROUP CORP.ex10_5apg.htm
EX-10.4 - EXHIBIT 10.4 - WEST COAST VENTURES GROUP CORP.ex10_4apg.htm
EX-32.2 - EXHIBIT 32.2 - WEST COAST VENTURES GROUP CORP.ex32_2apg.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


[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ____________ to _____________



Commission File No. 000-54948


ENERGIZER TENNIS INC.

 (Exact name of small business issuer as specified in its charter)

 

Nevada

 

99-0377575

 

 

(State or other jurisdiction of incorporation or organization)

 

 

(I.R.S. Tax. I.D. No.)

 

 

333 City Blvd West, 17th Floor

Orange, CA

 

92868

 

 

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

 

 

714-656-0095

(Registrant’s Telephone Number, Including Area Code)

 


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

 

 

 

 

 

Title of each class

 

Name of each exchange on which registered

 

 

 

 

 

 


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

Common Stock, $0.001 par value

(Title of class)


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

Yes [   ]  No [X]


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

Yes [   ]  No [X]


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No[   ]





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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not b 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 an amendment to this form 10-K.  [   ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer [  ]

Accelerated filer. [  ]

Non-accelerated filer. [  ]

(Do not check if a smaller reporting company)

Smaller reporting company. [X]


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

Yes [  ] No [X]


As of October 31, 2014, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $37,900 based upon the price at which the equity was last sold on April 18, 2013.


The number of shares outstanding of each of the issuer’s classes of common equity as of August 31, 2015 is as follows:


Class of Securities

Shares Outstanding

Common Stock, $0.001 par value

88,425,000


Documents incorporated by reference:  N/A




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TABLE OF CONTENTS


Part I

Item 1 - Business                                                                                                                                                                                             4

Item 1A - Risk Factors                                                                                                                                                                                    6

Item 1B – Unresolved Staff Comments                                                                                                                                                       10

Item 2 - Description of Property                                                                                                                                                                   10

Item 3 - Legal Proceedings                                                                                                                                                                            10

Item 4 - Mine Safety Disclosures                                                                                                                                                                 10

Part II

Item 5 - Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities       11

Item 6 - Selected Financial Data                                                                                                                                                                    11   

Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of  Operations                                            11

Item 7A – Quantitative and Qualitative Disclosures about Market Risk                                                                                               15

Item 8 - Financial Statements and Supplementary Data                                                                                                                            15

Item 9 - Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                                            15

Item 9A - Controls And Procedures                                                                                                                                                             15

Item 9B  Other Information                                                                                                                                                                             17

Part III

Item 10 - Directors, Executive Officers and Corporate Governance                                                                                                         18

Item 11 - Executive compensation                                                                                                                                                                 19

Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                           22

Item 13 - Certain Relationships and Related Transactions, and Director Independence                                                                      22

Item 14 - Principal Accounting Fees and Services                                                                                                                                      22

Part IV

Item 15 - Exhibits, Financial Statement Schedules                                                                                                                                       23

Signatures                                                                                                                                                                                                                          24

Financial Statements                                                                                                                                                                                                        25

Exhibit Index                                                                                                                                                                                                                      23


 





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PART I


ITEM 1—BUSINESS


Description of Business

 

Our Background.


We were incorporated in Nevada on June 16, 2011.

 

Our Business.


Energizer Tennis, Inc. (ETI) is focused on investing in and acquiring technology companies within the United States and abroad as well as discovering existing synergies that offer the opportunity to expand an already successful company’s footprint in order to create additional revenues and profits. Our website is www.energizertennisinc.com.


ETI believes in creating a one-stop business environment for each of the acquisitions and partner companies, thus allowing for swift changes to address the developing markets.


Online video gaming, crypto-currency (bitcoin), commercial drones, Virtual Reality (VR), Augmented Reality (AR), autonomous automobiles, social media and e-commerce 3.0 in the U.S. and abroad for the next decade will remain hot industries for the next decade. ETI plans to enhance companies we work with or acquire by optimizing their revenue cycle and also by providing IT infrastructure services. ETI is able to do this because of our expertise in customer acquisition and technology. Our services and future acquisitions will always be tailored to provide synergistic, long-lasting results allowing our companies to stay in growth mode and resist all kinds of obsolescence.


ETI’s first venture and current focus is the US-based, international online video gaming and entertainment industry. ETI also uses QR code technologies within custom multi-player maps to link externally to 3rd party companies to generate revenue that is nlike any in the multi-billion dollar online video gaming industry.


Our Vision  


ETI’s vision is to be a leader and partner in building category-defining technology companies in multiple market segments beginning with the 64 billion dollar video gaming industry. ETI is driven by a belief in the potential of the enhancement of already proven and lucrative business verticals by the simple creation of market differentiators, thus creating successful and innovative companies in technology, media, direct to consumer commerce and online gaming sectors. Recognizing this potential, ETI strives to integrate its partner based relationship model with developing companies, entrepreneurs, investors, and shareholders who are looking to drive new success stories into the marketplace.


ETI’s ethos is first and foremost entrepreneurial, and ETI takes an innovative approach to capturing opportunities and addressing challenges in the technology ecosystem. In doing so, ETI is working to expand networks, promote knowledge transfer and access, and strengthen relationships between entrepreneurs, businesses, and technology communities.


Our Core values


ETI embraces the following core values in pursuit of our vision:


·

A creative entrepreneurial spirit: We will infuse our partners and companies with creative solutions and revenue generating strategies to help them overcome any challenges they may encounter.

·

A global outlook: We build relationships connecting entrepreneurs, investors and technology networks around the world.

·

A long term mindset: We recognize that the growth path for technology-based companies requires constant and never-ending improvement. Being able to adapt, integrate and execute in conjunction with technology advances and business expansion is of critical importance.

·

A people-first culture: We strive to locate, develop and work with high-impact, driven and ethical partners.

·

A hands-on involvement: We strive to create long term win-win situations in our relationships with the individuals and companies that we work with, rather than serving only as passive investors and consultants.





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During the next twelve months, our primary objective is to earn revenues from operations. We believe that the size of our operation will vary depending on the amount of funds we are able to raise. Over the next twelve months, we believe we can leverage and expand the relationships we have to commence principal operations. Depending on the amount of funds raised, we also intend to acquirer technologies and technology companies from and enter into joint ventures and strategic alliances with companies in these sectors:


 

-

Online Video Gaming

-

Virtual Reality

-

Crypto Currency

-

Aerial Drones

-

E-Commerce

-

Augmented Reality

-

Social Media


Our ability to pursue our planned operations is contingent on our ability to raise funds. If we do not raise sufficient funds, then we may not be able to implement our business strategy in the timeframe or manner we have envisioned.


Our Subsidiary


GameRevz, Inc.

 

(1) Principal Products or Services and Their Markets


GameRevz is the world’s first and only online gaming experience that is specifically designed around both the player and a professionally selected group of sponsors/advertisers that collectively will create the most unique player incentivized gaming experience today. A combination that will prove not only to be a differentiator within the online gaming space, but one that all players will naturally share with their network due to the fact it literally rewards and acknowledges their gaming achievements, no matter if they are new to gaming or a seasoned professional.


GameRevz has created an incentive gaming environment using various technologies applied into its customized maps that is superior to anything in the marketplace today. This technology provides gamers with immediate gratification in ways such as free products, discounts, coupons, level achievements. This is achieved by its QR coding process negotiated with selected groups of companies that provide products and services designed for our unique demographic of player.


(2) Distribution Methods of Our Products


GameRevz website is located at www.gamerevz.com and provides prospective customers with videos and information about the GameRevz business model and services offered along with our contact information.


(3) Status of Any Publicly Announced New Product or Service.


We have not developed any new or unique products or services that have not already been announced.


(4) Our Competition


To our knowledge, there is no competition due to the fact that there are no companies that currently link images within a multi-player game to third party external companies. GameRevz is creating a new vertical within the traditional online gaming space. The business strategy is the first to develop unique and custom game maps that provide exclusive product and service offerings built right into the game. themselves! This allows GameRevz to consistently adapt its game offerings based on its players profiles and interest creating a far more compelling experience for our players.


(5) Sources and Availability of Raw Materials


At this time we do not see a critical dependence on any supplier(s) that could adversely affect our operations.  


(6) Dependence on Limited Customers


We are not dependent upon any specific customers at this time.  The Company will continue to expand upon its database in an effort to achieve successful revenue conversions.





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(7) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts


We do not presently own any copyrights, patents, trademarks, licenses, concessions or royalties, and we may rely on certain proprietary technologies, trade secrets, and know-how that are not patentable.  We have acquired a complete patent write-up which will be the basis of content for our patent application.

 

We own the Internet domain names www.energizertennisinc.com and www.gamerevz.com.  Under current domain name registration practices, no one else can obtain an identical domain name, but someone might obtain a similar name, or the identical name with a different suffix, such as “.org”, or with a country designation. The regulation of domain names in the United States and in foreign countries is subject to change, and we could be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our domain names.


(8) Need for Government Approval of Principal Products or Services


None of the services we offer require specific government approval. Local government rules may dictate the need for a business license.


(9) Government Regulation


We are also subject to federal, state and local laws and regulations generally applied to businesses, such as payroll taxes on the state and federal levels. We believe that we are in conformity with all applicable laws in the United States and United Kingdom.


While we believe that our operations are in compliance with all applicable regulations, there can be no assurances that from time to time unintentional violations of such regulations will not occur. We are subject to federal, state and local laws and regulations applied to businesses, such as payroll taxes on the state and federal levels. In general, our services and activities are subject only to local business licensing requirements.


(10) Research and Development during Our Last Two Fiscal Years


We are not currently conducting any research and development activities, other than the development of our website.  We do not anticipate conducting such activities in the near future.


(11) Cost and Effects of Compliance with Environmental Laws


We are not subject to federal, state or local environmental laws.  


(12) Our Employees


As of April 30, 2015, we have two employees including our officers who receive compensation. We anticipate that we will be using the services of independent contractors as consultants to support our expansion and business development. We have signed employment agreements with the officers of the Company.


Reports to Security Holders


We are required to file reports and other information with the U.S. Securities and Exchange Commission (“SEC”). You may read and copy any document that we file at the SEC's public reference facilities at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for more information about its public reference facilities. Our SEC filings will be available to you free of charge at the SEC's web site at www.sec.gov.  We are an electronic filer with the SEC and, as such, our information is available through the Internet site maintained by the SEC that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.  This information may be found at www.sec.gov.


ITEM 1A - RISK FACTORS


In addition to the other information in this prospectus, the following risk factors should be considered carefully in evaluating our business before purchasing any of our shares of common stock. A purchase of our common stock is speculative in nature and involves a lot of risks. No purchase of our common stock should be made by any person who is not in a position to lose the entire amount of his or her investment.

 





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Risks related to our business:

 

We have a limited operating history upon which an evaluation of our prospects can be made.

 

We were incorporated in June 2011.  Our lack of operating history makes an evaluation of our business and prospects very difficult. Our prospects must be considered speculative, considering the risks, expenses, and difficulties frequently encountered in the establishment of a new business. We cannot be certain that our business will be successful or that we will generate significant revenues.

 

Our operating results depend on our ability to compete with our existing competitors and with new competitors that may enter the online gaming industry.

 

Our principal competitors consist of other online gaming companies. These businesses compete with us in one or more service categories. Most of these potential competitors have greater financial or marketing resources than we do and may be able to devote greater resources to sourcing, promoting and selling their services. We may also face increased competition due to the entry of new competitors. As a result of this competition, we may experience lower sales or greater operating costs, such as marketing costs, which would have an adverse effect on our results of operations and financial position.

 

Our operating results depend on the popularity of online gaming.

 

We anticipate that substantially all of our revenues will be generated from the advertising on our online gaming sites. The demand for advertising on online gaming sites is directly related to the popularity of online gaming and the number of online gaming participants. If online gaming participation decreases, sales of our advertising services may be adversely affected. We cannot assure that the overall dollar volume of the market for online gaming services will grow, or that it will not decline, in the future.

 

Our ability to generate significant revenues will be negatively impacted if we are unable to process increased traffic or prevent security breaches on our Internet site and our network infrastructure.

 

A key element of our strategy is to generate traffic on, and increase sales through, our Internet site. Accordingly, the satisfactory performance, reliability and availability of our Internet site, transaction processing systems and network infrastructure are critical to our reputation and our ability to attract and retain guests. Our revenues will depend on the number of visitors who purchase products or services on our website and the volume of orders we can fill on a timely basis. Problems with our Internet site or order fulfillment performance would reduce the number of products or services sold and could damage our reputation. We may experience system interruptions from time to time. If there is a substantial increase in the volume of traffic on our Internet site or the number of orders placed by customers, we may be required to expand and further upgrade our technology, transaction processing systems and network infrastructure. We cannot assure you that we will be able to accurately project the rate or timing of increases, if any, in the use of our Internet site, or that we will be able to successfully and seamlessly expand and upgrade our systems and infrastructure to accommodate such increases on a timely and cost-effective basis.

 

The success of our Internet site depends on the secure transmission of confidential information over network and the Internet and on the secure storage of data. We rely on encryption and authentication technology from third parties to provide the security and authentication necessary to effect secure transmission and storage of confidential information. In addition, we anticipate we will maintain an extensive confidential database of customer profiles and transaction information. We cannot assure you that advances in computer capabilities, new discoveries in the field of cryptography, or other events or developments will not result in a compromise or breach of the security we use to protect customer transaction and personal data contained in our customer database. In addition, other companies in the online services sector have from time to time experienced breaches as a result of actions by their employees. If any compromise of our security were to occur, it could have a material adverse effect on our reputation, business, operating results and financial condition, and could result in a loss of customers. A party who is able to circumvent our security measures could damage our reputation, cause interruptions in our operations and/or misappropriate proprietary information which, in turn, could cause us to incur liability.


Competitors could copy our business model and erode our brand recognition.


We employ a business model that could allow competitors to duplicate our products and services. We cannot assure you that our competitors will not attempt to copy our business model and that this will not erode our brand recognition and impair our ability to generate significant revenues.

 





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Our business may not prove to be a viable business model.

 

Our business model for delivering information and entertainment over the Internet is unproven, and we have only recently launched our efforts to develop a business centered on this model. It is too early to predict whether consumers will accept, and use our products on a regular basis, in significant numbers, and participate in our online community. Our products may fail to attract significant numbers of users, or, may not be able to retain the user ship that it attracts, and, in either case, we may fail to develop a viable business model for our online community. In addition, we expect a significant portion of the content that we will provide to be available for free. If we are unable to successfully monetize the use of our content, either through advertising or fees for use, we may not be able to generate sufficient revenues.


Our officers and directors are engaged in other activities that could conflict with our interests. Therefore, our officers and directors may not devote sufficient time to our affairs, which may affect our ability to conduct marketing activities and generate revenues.

 

The individuals serving as our officers and directors have existing responsibilities and may have additional responsibilities to provide management and services to other entities. As a result, conflicts of interest between us and the other activities of those entities may occur from time to time, in that our officers and director shall have conflicts of interest in allocating time, services, and functions between the other business ventures in which they may be or become involved and our affairs.  

 

We depend on the efforts and abilities of our officers.


At April 30, 2015, we had two officers, our Chief Executive Officer/Chief Financial Officer, Robert Thompson, and Tony DeLisio, our Chief Technology Officer.  Mr. Thompson currently devotes approximately 20 hours per week to our business and Mr. DeLisio currently devotes about 10 hours per week to our business. Outside demands on our officers’ time may prevent each of them from devoting sufficient time to our operations.  The interruption of the services of our management could significantly hinder our operations, profits and future development, if suitable replacements are not promptly obtained.  We do not currently have any executive compensation agreements. We cannot guarantee that our management will remain with us.  


The demands on our officers will increase because of our status as a public company.  


The interruption of the services of our management could significantly hinder our operations, profits and future development, if suitable replacements are not promptly obtained.  We do not currently have any executive compensation agreements. We cannot guarantee that our management will remain with us.


The costs to meet our reporting requirements as a public company subject to the Exchange Act of 1934 will be substantial and may result in us having insufficient funds to operate our business.

 

We will incur ongoing expenses associated with professional fees administrative expenses associated with being a public company. We estimate that these costs will range up to $125,000 up to $200,000 per year for the next few years. Those fees will be higher if our business volume and activity increases.  Those obligations will reduce and possibly eliminate our ability and resources to fund our operations and may prevent us from meeting our normal business obligations.

 

Our auditor has questioned our ability to continue operations as a “going concern.” Investors may lose all of their investment if we are unable to continue operations and generate revenues.


Our auditor has noted that we have no revenues from operations and continued net operating losses, and that we are requiring traditional financing or equity funding to continue operations.  These reasons have led our auditor to express substantial doubt regarding our ability to continue as a going concern.  If we are unable to obtain adequate capital, we may be forced to cease operations.


Our products and services are discretionary in nature and dependent upon current economic conditions.


Our products and services are directly related to on-line gaming spending is generally discretionary in nature.  During economic downturns, the gaming industry is negatively affected because potential consumers tend to respond to weak economic conditions


by reducing their gaming-related budgets.  Accordingly, our ability to generate revenues is dependent on national, regional and international economic conditions. A lasting economic recession or weak recovery such as the recent recession and recovery could negatively affect our business, financial position and operating results.  





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Risks related to owning our common stock:


Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and may grant voting powers, rights and preference that differ from or may be superior to those of the registered shares.


Our articles of incorporation allow us to issue 10,000,000 shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.


Investors should not look to dividends as a source of income.


In the interest of reinvesting initial profits back into our business, we do not intend to pay cash dividends in the foreseeable future.  Consequently, any economic return will initially be derived, if at all, from appreciation in the fair market value of our stock, and not as a result of dividend payments.


Because we may be subject to the “penny stock” rules, the level of trading activity in our stock may be reduced which may make it difficult for investors to sell their shares.


Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC.  Penny stocks generally are equity securities with a price of less than $5.00 per share.  The penny stock rules require a broker-dealer, prior to a purchase or sale of a penny stock not otherwise exempt from the rules, to deliver to the customer a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account.  In addition, the penny stock rules generally require that prior to a transaction in a penny stock the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules.


We have a limited public market for shares of our common stock, which may make it difficult for investors to sell their shares.


Our common stock is presently quoted on the Over the Counter Bulletin Board and OTCQB. We cannot guarantee that our common stock will continue to be quoted on the Over the Counter Bulletin Board or OTCQB. We cannot guarantee that an active public market will develop or be sustained. Therefore, investors may not be able to find purchasers for their shares of our common stock. Should there develop a significant market for our shares, the market price for those shares may be significantly affected by such factors as our financial results and introduction of new products and services.  Factors such as announcements of new services by us or our competitors and quarter-to-quarter variations in our results of operations, as well as market conditions in our sector may have a significant impact on the market price of our shares. Further, the stock market has experienced extreme volatility that has particularly affected the market prices of stock of many companies and that often has been unrelated or disproportionate to the operating performance of those companies.


We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.


We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 




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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.

 

Because we elected to take advantage of the extended transition period for complying with new or revised financial accounting standards, our financial statements may not be comparable to companies that comply with public company effective dates.  As a result, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it.  If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may suffer.


We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if we become a large accelerated filer, which is a company with a public float of at least $700 million.


ITEM 1B - UNRESOLVED STAFF COMMENTS


None.


ITEM 2 - PROPERTIES


Our executive, administrative and operating offices are located at 333 City Blvd. West, 17th Floor, Orange, CA 92868 consisting of office space of approximately 125 square feet for $500 per month. We believe that our facilities are adequate for our needs and that additional suitable space will be available on acceptable terms as required.


ITEM 3 - LEGAL PROCEEDINGS

 

There is no pending litigation by or against us.


ITEM 4 - MINE SAFETY DISCLOSURES


Not applicable.




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PART II



ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.


Our common stock has been quoted on the Over the Counter Bulletin Board (OTCBB) under the symbol EZRT since October 4, 2013.


As the market for our shares develops, the trading price of the common stock is likely to be highly volatile and could be subject to wide fluctuations in response to factors such as actual or anticipated variations in quarterly operating results, announcements of technological innovations, new sales formats, or new services by us or our competitors, changes in financial estimates by securities analysts, conditions or trends in Internet or traditional retail markets, changes in the market valuations of other consulting services or accounting related business services, announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments, additions or departures of key personnel, sales of common stock and other events or factors, many of which are beyond our control. In addition, the stock market in general, and the market for business services in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. These broad market and industry factors may materially adversely affect the market price of the common stock, regardless of our operating performance.


Consequently, future announcements concerning us or our competitors, litigation, or public concerns as to the commercial value of one or more of our products or services may cause the market price of our common stock to fluctuate substantially for reasons which may be unrelated to operating results.  These fluctuations, as well as general economic, political and market conditions, may have a material adverse effect on the market price of our common stock.


Cash dividends have not been paid since inception. In the near future, we intend to retain any earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. The declaration and payment of cash dividends by us are subject to the discretion of our board of directors. Any future determination to pay cash dividends will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed relevant at the time by the board of directors. We are not currently subject to any contractual arrangements that restrict our ability to pay cash dividends.


During the year ended April 30, 2013 the Company issued 947,500 shares of stock pursuant to our Registration Statement declared effective on October 23, 2012.


We had ten stockholders of record of our common stock as of April 30, 2015.  The CUSIP number for our common stock is 29271H 103.


ITEM 6 - SELECTED FINANCIAL DATA


We are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K and as such, are not providing the information contained in this item pursuant to Item 301 of  Regulation S-K.


ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND  RESULTS OF OPERATIONS


The following discussion should be read in conjunction with our financial statements and the notes thereto.


Forward-Looking Statements


This annual report contains forward-looking statements relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this Report, the words "anticipate", "believe", "estimate", "expect", "intend", "plan" and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management's current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: our potential inability to raise additional capital, the possibility that third parties hold proprietary rights that preclude us from marketing our products, the emergence of additional competing technologies, changes in domestic and foreign laws, regulations and taxes, changes in economic conditions, a general economic downturn, a downturn in the securities markets, Securities and Exchange Commission regulations which affect trading in the securities of "penny stocks," and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should




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underlying assumptions prove incorrect, actual results may vary materially from those described in this Report as anticipated, estimated or expected.


Use of Certain Defined Terms


Except as otherwise indicated by the context, references in this report to "Energizer Tennis" "we," "us," or "our" and the "Company" are references to the business of ENERGIZER TENNIS, INC.


Use of GAAP Financial Measures


We use GAAP financial measures in the section of this annual report captioned "Management’s Discussion and Analysis of  Financial Condition and Results of Operations." All of the GAAP financial measures used by us in this report relate to the inclusion of financial information.


Overview


This subsection of MD&A is an overview of the important factors that management focuses on in evaluating our businesses, financial condition and operating performance, our overall business strategy and our earnings for the periods covered.


General


On June 16, 2011, Energizer Tennis Inc. was incorporated in the State of Nevada.  We specialize in investing in and acquiring technology companies with the United States and abroad.  We believe that Online video gaming, crypto-currency (bitcoin), commercial drones, Virtual Reality (VR), Augmented Reality (AR), autonomous automobiles, social media and e-commerce 3.0 in the U.S. and abroad for the next decade will remain hot industries. ETI plans to enhance companies we work with or acquire by optimizing their revenue cycle and also by providing IT infrastructure services. ETI is able to do this because of our expertise in customer acquisition and technology. Our services and future acquisitions will always be tailored to provide synergistic, long-lasting results allowing our companies to stay in growth mode and resist all kinds of obsolescence.


ETI’s first venture and current focus is the US-based, international online video gaming and entertainment industry. ETI is also creating a proprietary QR code revenue sharing business strategy that is unlike any in the multi-billion dollar online video gaming industry.


Employees


As of April 30, 2015, there were no full time employees.  The Company has two part-ttime employees which include its Chief Executive Officer/Chief Financial Officer and Chief Technology Officer.


Critical Accounting Policies


We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows.  Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions.  On a regular basis, we review our critical accounting policies and how they are applied in the preparation our financial statements.  


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. Actual results could differ from those estimates.


Long-lived Assets.  Long-lived assets such as property, equipment and identifiable intangibles (website and instructional videos) are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference




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between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.


We are an “emerging growth company” under the JOBS Act and will be subject to reduced public company reporting requirements.  We are also a “smaller reporting company” and benefit from certain exemptions from various reporting requirements that are applicable to other larger public companies.  Those exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We anticipate that we will remain a “smaller reporting company” for the foreseeable future.

 

Because we elected to take advantage of the extended transition period for complying with new or revised financial accounting standards, our financial statements may not be comparable to companies that comply with public company effective dates.  We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if we become a large accelerated filer, which generally is a company with a public float of at least $700 million.

 

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. 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.


Results of Operations


Results of Operations for the years ended April 30, 2015 and 2014


The following tables set forth key components of our results of operations and revenue in dollars and for the periods indicated.



 

 

For the Year Ended April 30,

 

%Change

 

 

2015

 

2014

 

Revenue:

 

$

-   

 

$

-   

 

-

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

 

-   

 

 

1,438

 

(100%)

General & Administrative Expenses

 

 

59,242

 

 

26,402

 

124%

Professional Fees

 

 

26,273

 

 

14,400

 

82%

Total general and administrative expenses

 

 

85,515

 

 

42,240

 

102%

Operating expenses

 

 

 (85,515)

 

 

 (42,240)

 

102%

Other income (expense)

 

 

 (116)

 

 

13,000

 

(101%)

Loss from Discontinued Operations, Net of Tax Benefits

 

 

 (15,887)

 

 

-   

 

-

Net loss

 

$

 (101,518)

 

$

 (29,240)

 

247%

Income (loss) per share: basic and diluted

 

$

 (0.00)

 

$

 (0.00)

 

247%



Revenues


We had revenues of $0 for the years ended April 30, 2015 and 2014. We expect to generate revenues as we continue developing operations and implementing our business plan.






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Operating Expenses


For the year ending April 30, 2015 our total operating expenses were $85,515 compared with $42,240 for the year ended April 30, 2014.  These expenses were attributable to general and administrative expenses of $59,242, and professional fees of $26,273, compared with $ depreciation and amortization of $1,438, general and administrative expenses of $26,399, and professional fees of $14,400 for the year ended April 30, 2014. Our general and administrative expenses were primarily attributable to payments for management fees, rent and EDGAR and transfer agent fees. Our professional fees primarily consisted of legal, audit, and accounting fees. General and administrative expenses increased by $32,840 in 2015 compared to 2014 due to increased management fees of $31,000.  Professional fees increased by $11,873 in 2015 compared to 2014 due to increased audit fees of $6,400 and increased accounting fees of $4,400.


Other Income (Expense)


For the year ending April 30, 2015, the Company realized interest expense of $116. For the year ending April 30, 2014, the Company realized forgiveness of accounts payable of $13,000.


Loss from Discontinued Operations


During the years ended April 30, 2015 and 2014, the discontinued operations totaled $15,887 and $0.  As part of the Company's strategy to focus on businesses with greater global growth potential, the Company decided in the fourth quarter of 2015 to exit its plan of developing and marketing instructional tennis videos.  


Net Loss


For the year ended April 30, 2015 our net loss was $101,518 compared with $29,240 for the year ended April 30, 2014. We expect to continue to incur net losses for the foreseeable future until we generate significant revenue from sales.


Liquidity and Capital Resources


Liquidity


General

 

At April 30, 2015, we had cash and cash equivalents of $100. We have met our cash needs primarily through.  Our cash requirements are generally for professional services and general and administrative activities.  We believe that our cash balance is not sufficient to finance our cash requirements for expected operational activities, capital improvements, and partial repayment of debt through the next 12 months.

 

Our operating activities used in cash of $19,079 for the year ended April 30, 2015.  The principal elements of cash flow from operations for the year ended April 30, 2015 included net loss of $101,518 and increase in forgiveness of debt by related party of $23,672, loss on discontinued operations of $15,844 and accrued management fees of $26,000.  Our operating activities used cash of $13,876 for the year ended April 30, 2014.  The principal elements of cash flow from operations for the year ended April 30, 2014 included an increase in advances from stockholders of $20,452.


Cash provided by our financing activities was $19,135 and $0 for the years ended April 30, 2015 and 2014, respectively. The principal elements of cash flow from financing for the year ended April 30, 2015 included proceeds from promissory notes of $18,956.


As of April 30, 2015, our total assets of $254,475 consist of our current assets of $4,475 and intangible assets of $250,000.  Our total liabilities of $311,829 consist of our current liabilities of $186,829, consisting of accounts payable of $8,078, accrued expenses of $8,500, accrued management fees of $26,000, accrued interest of $116, advances from stockholders of $179, promissory notes of $18,956 and current portion of a note payable of $125,000, and non-current liabilities of $125,000 consisting of note payable.  Assets increased from $17,758 at April 30, 2014 to $254,475 at April 30, 2015, and liabilities increased from $28,596 at April 30, 2014 to $311,829 at April 30, 2015. An increase in assets and liabilities is primarily attributed to the acquisition of the intangible assets of $250,000 paid by note payable.




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For the years ended April 30,

 

 

2015

 

 

2014

Cash used in operating activities

 

$

(19,079)

 

$

(13,876)

Cash used in investing activities

 

 

 

 

Cash provided by financing activities

 

 

19,135 

 

 

Net changes to cash

 

$

56 

 

$

(13,876)



We have no known demands or commitments and are not aware of any events or uncertainties as of April 30, 2015 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.


Capital Resources


We had no material commitments for capital expenditures as of April 30, 2015 and 2014.


Off-Balance Sheet Arrangements


We did not have any off-balance sheet arrangements at April 30, 2015 and 2014.


ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


The following discussion about the Company’s market rate risk involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements.


In general, business enterprises can be exposed to market risks, including fluctuation in commodity and raw material prices, foreign currency exchange rates, and interest rates that can adversely affect the cost and results of operating, investing, and financing. In seeking to minimize the risks and/or costs associated with such activities, the Company manages exposure to changes in commodities and raw material prices, interest rates and foreign currency exchange rates through its regular operating and financing activities. The Company does not utilize financial instruments for trading or other speculative purposes, nor does the Company utilize leveraged financial instruments or other derivatives.


Our operations are conducted primarily in the United States and are not subject to foreign currency exchange rate risk. Some of our products are sourced internationally and may fluctuate in cost as a result of foreign currency swings, however, we believe these fluctuations have not been significant.


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


See the index to our financial statements in Item 15 and the financial statements and notes that are filed as part of this Annual Report on Form 10-K following the signature page and incorporated herein by this reference.


ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


On July 1, 2014, M&Co declined to stand for reappointment as our Company’s independent auditors and the Company engaged RLB Certified Public Accountant PLLC (RLBCPA) of Saint Petersburg, Florida, as its new registered independent public accountant.  We have had no disagreements with M&Co. on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, in connection with its reports.  Our Board of Directors participated in and approved the decision to engage RLBCPA.  There are no disagreements with RLBCPA on accounting and financial disclosure.


ITEM 9A - CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


We maintain "disclosure controls and procedures," as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in




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Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also 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.


As of April 30, 2015, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective in ensuring that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for each report and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


Material weaknesses noted were:  lack of an audit committee; lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives affecting authorization, recordkeeping, custody of assets, and reconciliations; ineffective oversight of the entity’s financial reporting and internal control by management and those charged with governance; and, management is dominated by a small group without adequate compensating controls.


Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.


Management Report on Internal Control over Financial Reporting


The management of the Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is a process designed to provide reasonable assurance to management and to the board of directors regarding the preparation and fair presentation of published financial statements.


Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Corporation; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Corporation’s assets that could have a material effect on our financial statements.


All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.


Our management assessed the effectiveness of our internal control over financial reporting as of April 30, 2015. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control - Integrated Framework - Guidance for Smaller Public Companies (the COSO criteria). Based on our assessment we believe that, as of April 30, 2015, our internal control over financial reporting is ineffective based on those criteria.


This annual report does not include an attestation report of the Corporation’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.





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Changes in Internal Control over Financial Reporting


There were no changes in our internal control over financial reporting that occurred during the year ended April 30, 2014  that has materially affected or is reasonably likely to affect our internal control over financial reporting.


In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:


We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.


Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.


We will work as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.


ITEM 9B - OTHER INFORMATION


There is no information required to be disclosed in a report on Form 8-K during the fourth quarter of 2014 but not reported, whether or not otherwise required by this Form 10-K.




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PART III


ITEM 10.—DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


Directors and Executive Officers


The names and ages of our directors and executive officers are set forth below. Our By-Laws provide for not less than one and not more than fifteen directors. All directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified.


Effective December 5, 2014, Ella German resigned as Secretary, Treasurer and Chief Financial Officer of our Company.  Her resignation was not the result of any disagreements with our Company regarding our operations, policies, practices or otherwise.


Concurrently with Ms. German’s resignation, the Board of Directors appointed Robert Thompson as Secretary, Treasurer, Chief Financial Officer and a director, effective December 5, 2014.  There are no arrangements or understanding between Mr. Thompson and any other person pursuant to which he was selected as a Secretary, Treasurer, Chief Financial Officer and a director, and the Company has not entered into, nor has any currently proposed plans to enter into, any transactions in which he will have a direct or indirect material interest.  In addition, there are no family relationships between Mr. Thompson and any other director or executive officer of the Company.


On January 29, 2015, Alexander Farquharson resigned as Chief Executive Officer, President and a director. Concurrently with Mr. Farquharson’s resignation, Robert Thompson was named Secretary, Chief Financial Officer and Treasurer of the Company, effective January 29, 2015.


On April 30, 2015, Miroslaw (Mirek) Gorny was elected a director of the Company, effective April 30, 2015 and the Company has not entered into, nor has any currently proposed plans to enter into, any transactions in which he will have a direct or indirect material interest.  In addition, there are no family relationships between Mr. Gorny and any other director or executive officer of the Company.



Directors and Executive Officers


Name

Age

Position

Any arrangements or understanding pursuant to which he or she was selected as director

Robert Thompson

67

President, CEO, Secretary, Treasurer, Chief Financial Officer and Chairman of the Board of Directors

None

Mirek Gorny

51

Director

None

Tony Delisio

48

Chief Technology Officer

None



Background of Executive Officers and Directors


Robert Thompson


Robert Thompson is a seasoned executive with extensive experience in the Petroleum and Nuclear Power industries. For fifteen years he was a design engineer developing and building Gamma Ray Scintillation detectors in the nuclear field, working with Power, and Oil companies as well as universities, such as Stanford on their Liner Accelerator, and JPL (Jet Propulsion Lab), the oil drilling companies were Chevron, Unocal, Texaco and others.


With this extensive background Mr. Thompson went on to start his own environmental and nuclear sales and marketing company CalBay Controls, after building the company to over twenty million (20,000,000) US dollars in sales he took the company public. Mr. Thompson was the President and CEO of CalBay that traded under the symbol of CBYI.


After twenty years with CalBay he formed a new environmental company called Atlantis Holdings specializing in reducing harmful emissions. Working very close with the EPA and CARB (California Air Resources Board) to help large oil refiners and other large




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manufacturing companies reduce emissions and qualify for Carbon Credits trading. He then took Atlantis Holdings public (AHDG) as president and CEO and built the company to sales in excess of ten million (10,000,000) US dollars.


Mr. Thompson attended Ohio State and graduated with a bachelor’s degree in engineering.


Miroslaw (Mirek) Gorny


Miroslaw (Mirek) Gorny, Director.  Mr. Gorny is a graduate of National University with a BA in Organizational Leadership.  Mr. Gorny has extensive experience in sale and marketing and in consulting with engineering, manufacturing and financial companies. During the 5 years preceding his election as a director, he has been employed as a financial advisor and/or mortgage lender at Amwest Financial, Wells Fargo Bank and WJ Bradley.  Mr. Gorny has a California Real Estate Broker License and is currently a Broker Associate with ReMax RB in San Diego, California.  Mr. Gorny is also an internationally known Inspirational Speaker and Trainer.  He is President of Academy of Personal & Professional Development, an internationally recognized training company.


Tony DeLisio


Tony Delisio, Chief Technology Officer. Mr. Delisio began pursuing his interest in computer science in 1980, wielding an Apple II Plus with a green screen and floppy discs that were actually floppy. In 1995 the World Wide Web evolved to the computer networks across the world.  Tony immediately realized the potential and began researching and learning web design development techniques.


In 1996 Tony was named lead web designer for the Tacoma News Tribune in Tacoma, Washington. Over the next few years Tony went on to become a pioneer of online multi-user virtual reality and soon after was featured in PC magazine as the developer of two of the best virtual reality worlds on the planet. From there he went on to speak at numerous Internet related conferences, specializing in online marketing, virtual reality and 3d animation.


After many years as a designer Tony further expanded his industry presence by taking on new roles including creative director, marketing consultant and conversion specialist. As a freelance consultant, Tony has worked with leading companies including Microsoft, Weyerhauser, Sony Online Entertainment, CPA Empire and many more. Mr. DeLisio has a deep understanding of numerous markets and verticals as well as a wide array of technologies, both hardware and software.


Throughout the entire time pursuing his career, Tony has continuously been an avid gamer as well, He has experienced and enjoyed the evolution of gaming from the rudimentary Space Invaders and Asteroids through modern smash hits such as Call of Duty, Team Fortress and many MMO games. His interest and passion in gaming continues today.


When not working with computers Tony is the lead guitarist of the Northwest based hard rock band "Mechanism". Tony is also the host of the popular NW Music business show, an online live talk show aired in a format similar capacity to a late night talk show, filmed in front of a live studio audiences.


All of these qualities, skills and experience make Tony the perfect fit for his role as Chief Technical Officer (CTO) for ETI and GameRevz  to help the company achieve its ultimate potential.


Section 16(a) Beneficial Owner Reporting Compliance


Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and any persons who beneficially own more than 10% of our capital stock to file with the Commission (and, if such security is listed on a national securities exchange, with such exchange), various reports as to ownership of such capital stock. Such persons are required by Commission regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon reports and representations submitted by the directors, executive officers and holders of more than 10% of our capital stock, all Forms 3, 4 and 5 showing ownership of and changes of ownership in our capital stock during 2014 were timely filed with the Commission.


Code of Ethics


The Company has not adopted a code of ethics but intends to do so and will post it on our corporate website.


ITEM 11 - EXECUTIVE COMPENSATION

Any compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of Directors. Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf.

 




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Summary Compensation Table

 

The compensation of the named executive officers for the last two completed fiscal years ended April 30, 2014 and April 30, 2015 is shown below:

 

Name and

Principal

Position

Year

 Ended

  

Salary

$

  

  

Bonus

$

  

  

Stock

Awards

$

  

  

Option

Awards

$

  

  

Non-Equity

Incentive Plan

Compensation

$

  

  

Non-qualified

Deferred

Compen-sation

Earnings

$

  

All Other

Compen-sation

$

Total

$

  

  

  

 

  

  

 

  

  

 

  

  

 

  

  

 

  

  

 

  

 

  

Alexander Farquharson

2014

  

  

  -

  

  

  

-

  

  

  

-

  

  

  

-

  

  

  

-

  

  

  

       -

  

-

  -

Former President, CEO, Secretary

2015

  

  

 -

  

  

  

            -

  

  

  

             -

  

  

  

            -

  

  

  

     -

  

  

  

       -

  

  -

-

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

Robert Thompson

 

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

 

  

  

  

  

  

  

  

President, CEO, CFO, Secretary

2015

  

  

  25,000

  

  

  

            -

   

  

  

            -

 

  

  

            -

  

  

  

     -

  

  

  

     -

  

  -

 25,000

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

Tony DeLisio

 

  

 

  

  

  

  

 

  

  

  

 

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

Chief Technology Officer

2015

  

  

6,0002

  

  

  

-

  

  

  

-

  

  

  

-

  

  

  

-     

  

  

  

-

  

-

 6,0002


(1)

Of this amount, $4,000 was paid and the balance was accrued and is due and payable.


(2)

 Of this amount, $1,000 was paid and the balance was accrued and is due and payable.

 


Stock Options/SAR Grants

 

The Company has not granted any stock options or stock appreciation rights since our date of incorporation on June 16, 2011.

 

We anticipate that we will adopt a stock option plan, pursuant to which shares of our common stock will be reserved for issuance to satisfy the exercise of options. The stock option plan will be designed to retain qualified and competent officers, employees, directors and consultants. Our Board of Directors, or a committee thereof, shall administer the stock option plan and will be authorized, in its sole and absolute discretion, to grant options thereunder to all of our eligible employees, including officers, and to our directors, whether or not those directors are also our employees. Options will be granted pursuant to the provisions of the stock option plan on such terms, subject to such conditions and at such exercise prices as shall be determined by our Board of Directors. Our stock option plan and the stock option agreements will provide that options granted pursuant to the stock option plan shall not be exercisable after the expiration of ten years from the date of grant.

 

Long-Term Incentive Plans

 

As of April 30, 2015, we had no group life, health, hospitalization, or medical reimbursement or relocation plans in effect. Further, we had no pension plans or plans or agreements which provide compensation on the event of termination of employment or corporate change in control.

 

Outstanding Equity Awards at Fiscal Year-end

 

As of the year ended April 30, 2015, each named executive officer had these unexercised options, stock that has not vested, and equity incentive plan awards: 

 




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OPTION AWARDS

 

 Name

  

Number of Securities

Underlying

Unexercised

Options #

Exercisable

  

Number of Unexercis-able

Options

  

Equity

 Incentive

 Plan

 Awards:

 Number of

 Securities

Underlying

Unexercised

 Options

  

Option

 Exercise

 Price

  

Option

Expiration

Date

  

Number

 of Shares

 or Units

 of Stock

 Not Vested

  

Market

 Value of

 Shares

 or Units

 Not Vested

  

Equity

 Incentive

 Plan Awards:

 Number of Unearned

 Shares,

 Units or

 Other Rights

 Not Vested

  

Value of

Unearned

 Shares,

 Units or

 Other Rights

 Not Vested

  

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Alexander Farquharson, former President, CEO and Secretary

  

  

-

  

  

-

  

  

-

  

  

-

  

  

n/a

  

  

-

  

  

-

  

  

-

  

  

-

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

 

  

  

  

  

  

  

  

  

  

  

  

  

Robert Thompson, President, CEO, CFO and Secretary

  

  

  

  

  

  

  

  

  

  

  

  

  

  

n/a

  

  

  

  

  

  

  

  

  

  

  

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tony DeLisio, Chief Technology Officer

  

  

-

  

  

-

  

  

-

  

  

-

  

  

n/a

  

  

-

  

  

-

  

  

-

  

  

-



Equity Compensation Plans

 

We do not have any securities authorized for issuance under any equity compensation plan. We also do not have an equity compensation plan and do not plan to implement such a plan.

 


Plan Category

  

Number of securities to be

 issued upon exercise of

 outstanding options,

 warrants and rights (a)

  

  

Weighted-average exercise

 price of outstanding options,

 warrants and rights (b)

  

  

Number of securities

remaining available for

 future issuance under equity compensation (excluding

 securities reflected in column

 (a))

  

  

  

  

  

  

  

  

  

  

  

Equity compensation plans approved by security holders

  

  

-

  

  

  

-

  

  

  

-

  

  

  

  

  

  

  

  

  

  

  

  

  

  

Equity compensation plans not approved by security holders

  

  

-

  

  

  

-

  

  

  

-

  

  

  

  

  

  

  

  

  

  

  

  

  

  

Total

  

  

-

  

  

  

-

  

  

  

-

  

 


Board of Directors and Committees


Currently, our Board of Directors consists of Robert Thompson and Miroslaw Gorny.  We are seeking additional board members. At present, the Board of Directors has not established any standing committees.  Members of our Board of Directors do not receive salaries or equity-based compensation.


We currently have no compensation or audit committees.


Employment Agreements


Currently, we have employment agreements with Robert Thompson, our President and CEO and Tony DeLisio our Chief Technology Officer.




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ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK HOLDER MATTERS


The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial owners of more than 5% of our common stock as of April 30, 2015, and our officers and directors, individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.


Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission ("SEC") and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees, if applicable. Subject to community property laws, where applicable, the persons or entities named in Table 8.0 have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.


Table 8.0 Beneficial Ownership as of April 30, 3015


Title of Class

Name and Address of

Beneficial Owner

Amount and Nature of

Beneficial Ownership

Percent of Class

Common Stock

Robert Thompson1

-0-

0%

Common Stock

Miroslaw Gorny1

0

0%

Common Stock

All Executive Officers and Directors as a Group

-0-

 

Common Stock

Mayya Khalay

Choceradska 2749/23 Praha 4

The Czech Republic  2N 141 00

60,000,000

68%

 1The address is 333 City Blvd. West, 17th Floor, Orange, CA 92868.



ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


Certain Relations and Related Transactions:


To the best of our knowledge, during the fiscal year ended April 30, 2015, there were no transactions of an amount exceeding $120,000 involving any director, executive officer, or any security holder who is a beneficial owner or any member of the immediate family of the officers and directors.


Director Independence


In accordance with the rules of the Commission, the Board of Directors has evaluated each of its directors’ independence from the Company based on the definition of “independence” established Item 407(a) of Regulation S-K. In its review of each director’s independence from the Company, the Board of Directors reviewed whether any transactions or relationships exist currently or, during the past year existed, between each director and the Company and its subsidiaries, affiliates, equity investors or independent registered public accounting firm. The Board of Directors also examined whether there were any transactions or relationships between each director and members of the senior management of the Company or their affiliates.

 

Based on the Board of Director’s review and the Commission’s definition of “independence,” the Board of Directors has determined we currently have no directors.  


ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES


The following table sets forth the aggregate fees billed by our auditors and accountants for fiscal years 2015 and 2014:


Table 10.0 Accounting Fees and Services


 

Year

Audit Fees

Audit Related Fees

Tax Prep Fees

All Other Fees

Total Fees

20151

$9,937

0

0

0

$9,937

20142

 6,500

0

0

0

 6,500

(2)

Fees were paid to RLB Certified Public Accountant PLLC.

(2)

 Fees were paid to Messineo & Co. CPAs.





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PART IV


ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES


1. Index to Financial Statements

The following financial statements of ENERGIZER TENNIS, INC. are included in this report immediately following the signature page:

·

Report of Independent Registered Public Accounting Firm

·

Consolidated Balance Sheets at April 30, 2015 and April 30, 2014

·

Consolidated Statements of Operations for the years ended April 30, 2015 and April 30, 2014

·

Consolidated Statements of Stockholders’ Deficit for the years ended April 30, 2015 and April 30, 2014

·

Consolidated Statements of Cash Flows for the years ended April 30, 2015 and April 30, 20134

·

Notes to the Consolidated Financial Statements


2. Index to Financial Statement Schedules

Financial statement schedules are omitted because they are either not required or the required information is provided in the consolidated financial statements or notes thereto.

 

3. Index to Exhibits

The exhibits filed herewith or incorporated by reference are set forth on the Exhibit Index below and attached hereto.


Table 9.0 Index to Exhibits


Exhibit No.

Description

3.1

Articles of Incorporation

Filed on June 18, 2012 as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-54948) and incorporated herein by reference.

3.2

Amended and Restated Articles of Incorporation

Filed on February 4, 2011 as Exhibit 3(ii) to the Company’s Registration Statement on Form S-1 (File No. 333-54948) and incorporated herein by reference.

3.3

By-Laws

Filed on June 18, 2012 as Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-54948) and incorporated herein by reference.

4.1

Subscription Agreement

Filed on August 10, 2012 as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 Amendment No. 1 (File No. 54948) and incorporated herein by reference.

10.1

Purchase Agreement dated April 30, 2015, by and between Energizer Tennis, Inc. and Warwick Overseas, LLC.  Filed on May 7, 2015 as Exhibit 2.1 to the Company’s Current Report on Form 8-K and incorporated herein by reference.

10.2

Secured Promissory Note of Energizer Tennis, Inc., dated April 30, 2015, in the amount of Two Hundred Fifty Thousand dollars ($250,000.00).  Filed on May 7, 2015 as Exhibit 2.2 to the Company’s Current Report on Form 8-K and incorporated herein by reference.

10.3

Security Agreement dated April 30, 2015, by and between Energizer Tennis, Inc. and Warwick Overseas, LLC.  Filed on May 7, 2015 as Exhibit 2.3 to the Company’s Current Report on Form 8-K and incorporated herein by reference.

10.4

Employment Agreement between Energizer Tennis, Inc. and Robert Thompson dated December 4, 2014.

Filed herewith.

10.5

Employment Agreement between Energizer Tennis, Inc. and Tony DeLisio dated March 9, 2014. Filed herewith.

21

List of Subsidiaries.  Filed herewith.

31.1

Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith.

31.2

Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith.

32.1

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

32.2

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




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SIGNATURES


 

Pursuant to the requirements of section 13 or 15(d) 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.


 

ENERGIZER TENNIS, INC.

 

 

 

 

Dated:  September 11, 2015

/s/ ROBERT THOMPSON

 

Robert Thompson

 

Chief Executive Officer, President, Secretary, Chief Financial Officer and Director



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.


 

ENERGIZER TENNIS, INC.

 

 

 

 

Dated:   September 11, 2015

/s/ ROBERT THOMPSON

 

Robert Thompson

 

Chief Executive Officer, President, Secretary, Chief Financial Officer and Chairman of the Board of Directors

 

 

 

 

Dated:   September 11, 2015

/s/ MIROSLAW GORNY

 

Miroslaw Gorny

 

Director

 

 




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FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm

26

Consolidated Balance Sheets at April 30, 2015 and April 30, 2014

27

Consolidated Statements of Operations for the years ended April 30, 2015 and April 30, 2014

28

Consolidated Statements of Stockholders’ Deficit for the years ended April 30, 2015 and April 30, 2014  

29

Consolidated Statements of Cash Flows for the years ended April 30, 2015 and April 30, 2014  

30

Notes to the Consolidated Financial Statements

31




25





RLB Certified Public Accountant PLLC

PO Box 48261  Saint Petersburg, FL  33707

Cell 727-452-4803   Email robin@rlbcpa.biz

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors of:

ENERGIZER TENNIS, INC.

Suite 3, 219 Bow Road

Docklands, London, United Kingdom

E3 2SJ


I have audited the accompanying balance sheets of Energizer Tennis, Inc. as of April 30, 2015 and 2014 and the related statements of operations, stockholders' equity and cash flows for the year then ended.  These financial statements are the responsibility of the Company's management.  My responsibility is to express an opinion on these financial statements based on my audit.


I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that I 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 was I engaged to perform, an audit of its internal control over financial reporting.  My 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, I 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.  I believe that my audits provide a reasonable basis for my opinion.


In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Energizer Tennis, Inc. as of April 30, 2015 and 2014, and the results of its operations and its cash flows for the years 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 3 to the financial statements, the Company has no source of revenue, an accumulated deficit, and negative cash flow from operating activities.  These conditions raise substantial doubt about its ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  My opinion is not modified with respect to this matter.


RLB Certified Public Accountant PLLC

Saint Petersburg, FL

August 24, 2015




26






Energizer Tennis Inc.

Consolidated Balance Sheets

 

 

 

 

 

 

 As of April 30,

 

 

 

 

 

 

2015

 

2014

ASSETS

 

Current Assets:

 

 

 

 

 

 

 

Cash

 

$

100 

$

44 

 

 

Prepaid expenses

 

 

4,375 

 

1,870 

 

Total Current Assets

 

 

4,475 

 

1,914 

 

Equipment, net of accumulated depreciation of $0 and $883, respectively.

 

 

365 

 

Intangible assets, net of accumulated amortization of $0 and $2,512, respectively.

 

250,000 

 

15,479 

TOTAL ASSETS

 

$

254,475 

$

17,758 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

Accounts payable

 

 

8,078 

 

966 

 

 

Accrued expenses

 

 

8,500 

 

3,900 

 

 

Accrued payroll

 

 

26,000 

 

 

 

Accrued interest

 

 

116 

 

 

 

Advances from stockholders

 

 

179 

 

23,730 

 

 

Promissory notes

 

 

18,956 

 

 

 

Note payable - current portion

 

 

125,000 

 

 

Total Current Liabilities

 

 

186,829 

 

28,596 

 

Note Payable

 

 

125,000 

 

 

Total Liabilities

 

 

311,829 

 

28,596 

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 13)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT:

 

 

 

 

 

 

 

 Preferred stock, $.001 par value.  Authorized 10,000,000 shares,

 

 

 

 

 

 

 

 no shares issued and outstanding.

 

 

 

 

 

 Common stock, $0.001 par value. Authorized 100,000,000 shares,

 

 

 

 

 

 

 

 88,425,000 shares issued and outstanding

 

 

88,425 

 

88,425 

 

 

Additional paid in capital (capital deficiency)

 

 

42,096 

 

(12,906)

 

 

Accumulated deficit

 

 

(187,875)

 

(86,357)

 

Total Stockholders' Deficit

 

 

(57,354)

 

(10,838)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$

254,475 

$

17,758 

 

 

 

 

 

 

 

 

 

Note: all shares presented have been retroactively adjusted for the effect of a 30 for 1 forward stock split, approved by our Board of Directors on February 13, 2015.

 

 

 

 

 

 

 

 

 

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




27






Energizer Tennis Inc.

Consolidated Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

 For the Year Ended April 30,

 

 

 

 

2015

 

2014

 

 

 

 

 

 

 

 

Revenues

$

$

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

Depreciation and amortization

 

 

1,438 

 

 

General and administrative expenses

 

59,242 

 

26,402 

 

 

Professional fees

 

26,273 

 

14,400 

 

Total Operating Expenses

 

85,515 

 

42,240 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

Interest expense

 

(116)

 

 

 

Debt forgiveness of accounts payable

 

 

13,000 

 

 

 

 

 

 

 

 

Loss Before Provision for Income Taxes

 

(85,631)

 

(29,240)

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

 

 

 

 

 

 

 

 

Loss from Continuing Operations

 

(85,631)

 

(29,240)

 

 

 

 

 

 

 

 

Loss from Discontinued Operations, Net of Tax Benefits

 

(15,887)

 

 

 

 

 

 

 

 

 

Net Loss

$

(101,518)

 $

(29,240)

             

 

 

 

 

 

 

 

     Net Loss Per Share: Basic and Diluted

From continuing operations

$

(0.00)

$

(0.00)

From discontinued operations

(0.00)

(0.00)

 

Total Net Loss Per Share: Basic and Diluted

$

(0.00)

 $

(0.00)

 

Weighted average number of Shares Outstanding: Basic and Diluted

 

88,425,000 

 

88,425,000 

 

 

 

 

 

 

 

Note: all shares presented have been retroactively adjusted for the effect of a 30 for 1 forward stock split, approved by our Board of Directors on February 13, 2015.

 

 

 

 

 

 

 

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




28






Energizer Tennis Inc.

Consolidated Statement of Changes in Stockholders' Deficit

 

 

 

 

 

 

 

Common Stock

Common Stock Amount

Additional Paid in Capital

(Capital Deficiency)

Deficit

Total

 

 

 

 

 

 

Balance, April 30, 2013

88,425,000

$

88,425

$

(23,785)

$

(57,117)

$

7,524 

 

 

 

 

 

 

Contribution of facilities rent – related party

 

 

3,600 

3,600 

Forgiveness of debt by former shareholder

-

-

3,278 

 

3,278 

Contribution of fees

 

 

4,000 

4,000 

Net Loss

 

 

 

(29,240)

(29,240)

 

 

 

 

 

 

Balance - April 30, 2014

88,425,000

88,425

(12,907)

(86,357)

(10,838)

 

 

 

 

 

 

Contribution of facilities rent – related party

 

-

3,600 

3,600 

Contribution of fees

-

-

4,000 

 

4,000 

Forgiveness of debt by former shareholder

 

 

47,403 

 

47,403 

Net Loss

 

 

 

(101,518)

(101,518)

 

 

 

 

 

 

Balance - April 30, 2015

88,425,000

$

88,425

$

42,096 

$

(187,875)

$

(57,353)

 

 

 

 

 

 

Note: all shares presented have been retroactively adjusted for the effect of a 30 for 1 forward stock split, approved by our Board of Directors on February 13, 2015.

 

 

 

 

 

 

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




29






Energizer Tennis Inc.

Consolidated Statements of Cash Flows

 

 

 

 

 Year Ended April 30,

 

 

 

 

2015

 

 

2014

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

$

(101,518)

 

$

(29,240)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

1,438 

 

 

Forgiveness of debt by related party

 

23,672 

 

 

3,278 

 

 

Additional paid-in capital in exchange for facilities provided by related party

 

3,600 

 

 

3,600 

 

 

Additional paid-in capital in exchange for contributed services

 

4,000 

 

 

4,000 

 

 

Loss on discontinued operations

 

15,844 

 

 

 

Changes in current assets and liabilities:

 

 

 

 

 

 

 

Prepaid expenses

 

(2,505)

 

 

(1,870)

 

 

Accounts payable

 

7,112 

 

 

(19,434)

 

 

Accrued expenses

 

4,600 

 

 

3,900 

 

 

Accrued payroll

 

26,000 

 

 

 

 

Accrued interest

 

116 

 

 

 

 

Advances from stockholders

 

 

 

20,452 

Net Cash Used in Operating Activities

 

(19,079)

 

 

(13,876)

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Net cash used in Investing Activities

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from sale of common stock

 

 

 

 

Proceeds from a related party

 

179 

 

 

 

 

Proceeds from promissory notes

 

18,956 

 

 

 

Net cash provided by Financing Activities

 

19,135 

 

 

 

 

 

 

 

 

 

 

Net cash increase for period

 

56 

 

 

(13,876)

Cash at beginning of period

 

44 

 

 

13,920 

Cash at end of period

$

100 

 

 $

44 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

Cash paid for income taxes

$

 

 $

 

Cash paid for interest

$

 

 $

 

 

 

 

 

 

 

 

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION:

 

 

 

 

 

 

Forgiveness of related party payable recorded as contributed capital

$

47,403 

 

 $

 

Intangible assets acquired for note payable

$

250,000 

 

 $

 

 

 

 

 

 

 

 

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




30





ENERGIZER TENNIS INC.

Notes to Audited Consolidated Financial Statements

April 30, 2015 and 2014



NOTE 1 - BACKGROUND INFORMATION


Organization and Business


Energizer Tennis Inc. (“Energizer”, “our”, “us”, “we” or the “Company”) was incorporated on June 16, 2011 in the State of Nevada for the purpose of developing, producing, and selling instructional tennis videos to the global tennis community.


Since April 30, 2015 Energizer Tennis has focused on investing in and acquiring technology companies within the United States and abroad, as well as, discovering existing synergies that offer the opportunity to expand the company’s footprint in order to create revenues and profits.  Through its wholly-owned subsidiary, GameRevz, Inc. ("GameRevz") the company has focused on the US based, online video gaming and entertainment industry.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation


The accompanying audited consolidated financial statements presented herein have been prepared pursuant to the rules and regulations of the SEC.  The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 3 regarding the assumption that the Company is a “going concern”).  


Principles of Consolidation


The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiary, GameRevz, Inc., a Nevada corporation. All significant intercompany balances and transactions have been eliminated in consolidation.


Use of Estimates


The preparation of financial statements in conformity with GAAP 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.


Fiscal Year End


The Company has elected April 30 as its fiscal year end.


Discontinued Operations


Prior operations of developing, producing and selling instructional tennis videos are excluded from the Company’s Statements of Operations.


Cash and Cash Equivalents


The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents were $100 and $44 at April 30, 2015 and 2014, respectively.


Cash Flows Reporting


The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230 to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in




31





net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.


Commitments and Contingencies


The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.  There were no commitments or contingencies as of April 30, 2015 and 2014.


Earnings (Loss) Per Share


The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.  Diluted earnings per share is not presented due to the net loss and presentation would be anti-dilutive.  There were no common stock equivalents as of April 30, 2015 and 2014.


Fair Value of Financial Instruments


The Company’s balance sheet includes certain financial instruments.  The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.


FASB Accounting Standards Codification ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).  The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:


Level 1:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.


Level 2:

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.


Level 3:

Inputs that are both significant to the fair value measurement and unobservable.


Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of April 30, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts payable and accrued expenses.


The Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis.


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




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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.


The Company files income tax returns in the United States which are subject to examination by tax authorities in these jurisdictions.  Generally, three years of returns remain subject to examination by major tax jurisdictions.  The state impact, if any, of any federal changes to prior year remains subject to examination for a period of up to five years after formal notification to the states.


The Company has evaluated tax positions in accordance with ASC 740, Income Taxes, and has not identified any significant tax positions, other than those disclosed.


Long-Lived Assets


Property and equipment is stated at cost.  Depreciation is computed by the straight-line method over estimated useful lives (3-7 years).  Intellectual property assets are stated at their fair value acquisition cost. Amortization of intellectual property assets is calculated by the straight-line method over their estimated useful lives (15 years).  Historical costs are reviewed and evaluated for the net realizable value of the assets. The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted.


Long-lived assets such as property and equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable.  When required impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.


Foreign Currency


The Company’s functional currency is the United States Dollar (USD) and its reporting currency is also the USD.  Foreign currency transactions, from our prior operations, were primarily undertaken in the British Pound (GBP).


The financial statements of the Company are translated to USD in accordance with ASC 830, Foreign Currency Translation Matters.  Assets and liabilities are translated at the current exchange rate prevailing at the balance sheet date. Equity accounts are translated at historical amounts. Revenues and expenses are translated using average rates during the year.


Related parties


The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.


NOTE 3 - GOING CONCERN


The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  As of April 30, 2015, the Company does not have products available for sale or have established an ongoing source of revenue.  As a result, the Company has a net loss, negative operating cash flow, and an accumulated deficit. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.


Management’s plan to obtain such resources for the Company include, obtaining loans from management and stockholders to meet its minimal operating expenses and raising equity funding.  However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.


There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company.  In addition, profitability will ultimately depend upon the level of revenues




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received from business operations.  However, there is no assurance that the Company will attain profitability.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


NOTE 4 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS


From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date.  Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.


Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification (ASC) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements.


In April 2015, FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuable Costs. The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015.  The amendments in this update simplify the codification by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of the related debt liability.  This treatment is consistent with the treatment of debt discounts.  Recognition and measurement guidance for debt issuance costs remain unchanged by this update.  Early adoption is permitted, but not required; for financial statements that have not been previously issued. At this time we are not early adopting.  As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financial statements, the adoption of this standard is not expected to impact our financial position or results of operations.


In February 2015, FASB issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810). The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015.  The amendments in this update simplify the codification and reduce the number of consolidation models by eliminating the indefinite deferral of Statement 167 and placing more emphasis on the risk of loss when determining controlling financial interests.   Early adoption is permitted, but not required; at this time we are not early adopting. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financial statements, the adoption of this standard is not expected to impact our financial position or results of operations.


In January 2015, FASB issued Accounting Standards Update (ASU) No. 2015-01, Income Statement-Extraordinary and Unusual Items (Subtopic 225-20).  This update eliminates from GAAP the concept of extraordinary items.  The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015.  The amendment may be applied both prospectively and retrospectively.  Early adoption is permitted, but not required; as long as the standard is applied from the beginning of the fiscal year of adoption; at this time we are not early adopting. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financial statements, the adoption of this standard is not expected to impact our financial position or results of operations.

 

In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements – Going Concern; Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern.  The amendments in this update provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures.  The guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter.  Early adoption is permitted but not required; at this time we are not early adopting.   As the objective of this accounting standard is to provide guidance on the disclosure of uncertainties about an entity’s ability to continue as a going concern, the adoption of this standard is not expected to impact our financial position or results of operations.


In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915):  Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.  The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities and also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk.  These amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein, with early application permitted.  We early adopted this ASU in July 2014. As the objective of the amendments in this update is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities our early adoption of this guidance has not impacted our financial position or results of operations.





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NOTE 5 - PREPAID EXPENSES


Prepaid expenses totalled $4,375 at April 30, 2015 and consisted solely of the OTC Market annual fee. Prepaid expense totalled $1,870 at April 30, 2014 and consisted solely of a legal retainer.


NOTE 6 – PROPERTY AND EQUIPMENT


Property consists of equipment purchased for the production of revenues.  As of:


 

April 30,

 

April 30,

 

2015

 

2014

Property and equipment

-

 

 1,247

Less accumulated depreciation

 -

 

 882

 Property and equipment, net

 -

 

 365


NOTE 7 – INTANGIBLES


Intangibles consisted of:


 

April 30,

 

April 30,

 

2015

 

2014

Viralpwnage.com

 250,000

 

 -

Website development

-

 

13,175

Instructional videos

-

 

4,816

Less accumulated amortization

 -

 

 2,512

   Intangibles, net

 250,000

 

 15,479


Intangible assets are amortized over their useful lives beginning when placed in service. Amortization expenses were $0 and $2,512 for the years ended April 30, 2015 and 2014, respectively.


NOTE 8 - SHAREHOLDERS’ EQUITY


Common Stock


The authorized common stock of the Company consists of 100,000,000 shares with a par value of $0.001.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.


On February 13, 2015, the Company approved a 30 for 1 forward split of its common stock, payable as a dividend, under which each shareholder of record on May 10, 2015, received twenty-nine (29) additional new shares of the Corporation's $0.001 par value stock for every one (1) share outstanding.  All shares presented have been retroactively adjusted for the forward share split.


The Company did not issue any new common shares during the years ended April 30, 2015 and 2014. As at April 30, 2015 and 2014 (restated) there are 88,425,000 shares of common stock issued and outstanding.


The Company does not have any potentially dilutive instruments as of April 30, 2015, thus, anti-dilution issues are not applicable.


Preferred Stock


The authorized preferred stock of the Company consists of 10,000,000 shares with a par value of $0.001.  The Company has not issued any shares of Class A Convertible Preferred Stock as of April 30, 2015.


Pertinent Rights and Privileges


Holders are not entitled to pre-emptive or referential rights to subscribe to unissued stock or other securities. Holders do not have cumulative voting rights.  Preferred stockholders of Class A Convertible Preferred Stock do not have a right to vote their shares except as determined by the Board of Directors.




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Additional Paid In Capital


Our former CEO contributed office space valued at $3,600 in the years ending April 30, 2015 and 2014.


A non-related party contributed accounting and tax services totalling $4,000 during the year ending April 30, 2015.


On January 30, 2015, Alexander Farquharson, our former CEO and majority shareholder waived in full related party advances totaling $47,403 and which was recorded additional paid in capital.


NOTE 9 – ACCRUED EXPENSES


Accrued expenses as at April 30, 2015 and 2014 are as follows:


 

 

April 30,

2015

 

April 30,

2014

Accrued expenses

$

8,500

$

3,900

Accrued payroll

 

26,000

 

-

Accrued interest

 

116

 

-

Total

$

34,616

$

3,900


At April 30, 2015, the Company accrued $8,500 for professional fees, $26,000 to management of the company for salaries, and $116 in interest on promissory notes. Accrued expenses at April 30, 2014 consisted of professional fees and totaled $3,900.


NOTE 10 – NOTES PAYABLE


Promissory Notes


During the year ended April 30, 2015, an unrelated party advanced funds in the amount of $18,956 to fund operations and provide working capital. Unpaid balances are due on demand and accrue an annual interest rate of 5%.  At April 30, 2015, the notes had a principle balance of $18,956 and accrued interest of $116, for a total amount outstanding of $19,072.


Note Payable


 

 

April 30,

2015

 

April 30,

2014

Note dated April 30, 2015, to Warwick Overseas, LLC, interest at 5%, due in two installments of $125,000 at the end of each year, term of two years

$

250,000

$

-

Total note payable

 

250,000

 

-

Less current portion of Note payable

 

125,000

 

-

Total-term portion of note payable

$

125,000

$

-



At April 30, 2015 no accrued interest has been accrued on this note payable.


NOTE 11 - DISCONTINUED OPERATIONS


As part of the Company's strategy to focus on businesses with greater global growth potential, the Company decided in the fourth quarter of 2015 to exit its plan of developing and marketing instructional tennis videos. On April 30, 2015, the Company, through its wholly-owned subsidiary GameRevz, completed the purchase of certain intellectual property in lieu of a promissory note for $250,000.


During the year ended April 30, 2015, discontinued operations consist of the following:




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April 30,

2015

 

 

 

General and administrative

1,359

Write down of equipment

 

56

Write down of intangible assets

 

14,472

Total

$

15,887



NOTE 12 - INCOME TAXES


The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.  As of April 30, 2015, the Company has incurred net losses of approximately $187,900, resulting in a net operating loss (“NOL”) for income tax purposes. NOLs begin expiring in 2032.  The loss results in a deferred tax asset of approximately $65,800 at the effective statutory rate of 35%.  The deferred tax asset has been off-set by an equal valuation allowance.


The tax effects of temporary differences and carry forwards that give rise to significant portions of the deferred income tax assets are as follows:


 

 

April 30,

2015

 

April 30,

2014

 

Deferred tax asset, generated from net operating loss at statutory rates

 

$

65,800

 

$

30,200 

 

Valuation allowance

 

 

(65,800)

 

 

(30,200)

 

 

 

$

 

$

 



The reconciliation of the effective income tax rate to the federal statutory rate is as follows:


Federal income tax rate

 

 

35.0

%

Increase in valuation allowance

 

 

(35.0

%)

Effective income tax rate

 

 

0.0

%



The utilization of these NOLs may become subject to limitations based on past and future changes in ownership of the company pursuant to Internal Revenue Code Section 382.  The Company has no uncertain tax positions as of April 30, 2015.


Tax returns for the years ended April 30, 2011 through April 30, 2014 remain open to examination.


NOTE 13 - COMMITMENTS AND CONTINGENCIES


Litigation


The Company is not presently involved in any litigation.


Lease Obligations


At April 30, 2015, the Company does not have any capital leases.  As of April 1, 2015, the Company leases office space at $500 per month with a one-year term. The lease can be cancelled at any time by either party with 30 days’ notice.





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NOTE 14 - RELATED PARTY TRANSACTIONS


Advances from shareholders


From time to time, stockholders of the Company advance funds to the Company for working capital purposes. Those advances are unsecured, non-interest bearing, and due on demand.


Advances from our former CEO/majority shareholder, during the year ended April 30, 2015 totaled $23,673.


On January 30, 2015, our former CEO/majority shareholder waived in full, $47,403 of related party advances and which was recorded as additional paid in capital.


Other


Our former CEO had provided office space without charge. Rental expense is recorded in the financial statements as additional paid-in capital and totaled $3,600 for the years ended April 30, 2015 and 2014.


NOTE 15 - SUBSEQUENT EVENTS


Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation no events have occurred requiring adjustment or disclosure to the financial statements.




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