UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

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

 

FOR THE FISCAL YEAR ENDED JULY 31, 2015

OR

 

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

 

For the transition period from to

COMMISSION FILE NUMBER: 000-55025

 

GOP & CO2, Inc.

 

(Exact name of registrant as specified in its charter)

 

	Delaware	47-1721833
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
	Chemin du Molard 10, 1196, Gland, Switzerland
	(Address of Principal Executive Offices)	(Zip Code)

 

Go Public I, Inc.

780 Reservoir Avenue, #123

Cranston, RI 02910

(Former name, former address and former fiscal year, if changed since last report)

 

  

Securities to be registered under Section 12(b) of the Act: None 

Securities to be registered under Section 12(g) of the Exchange Act: 

 

	Title of each class		Name of each exchange on which registered
	Common Stock, $.0001		N/A

 

 

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

[ ] Yes [X] No

 

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

[ ] Yes [X] No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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.

[X] Yes [ ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X] Yes [ ] No

 

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 be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a small reporting company. See definition of large accelerated filer, accelerated filer and small reporting company in Rule 12b-2 of the Securities Exchange Act of 1934.

 

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Small reporting company [X]

 

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

 

[X] Yes  [ ] No

 

At January 31, 2015, the last business day of the Registrant’s most recently completed second fiscal quarter, the Registrant did not have any non-affiliates. Shares of common stock held by our sole executive officer and director have been excluded from this calculation because he is deemed to be an affiliate.

 

 

At October 12, 2015, there were 20,000,000 shares of the Registrant’s common stock, par value $0.0001 per share, outstanding.

 

 

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TABLE OF CONTENTS

GOP & CO2, INC.

 

 

PART I			PAGE
Item 1	Business		4
Item 1A	Risk Factors		5
Item 1B	Unresolved Staff Comments		6

 

Item 2	Properties		6
Item 3	Legal Proceedings		6
Item 4	Mine Safety Disclosures		6
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		6
Item 6	Selected Financial Data		7
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		7
Item 7A	Quantitative and Qualitative Disclosures about Market Risk		7
Item 8	Financial Statements and Supplementary Data		F1-F7
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		8
Item 9A	Controls and Procedures		8
Item 9B	Other Information		8
PART III
Item 10	Directors, Executive Officers, and Corporate Governance		9
Item 11	Executive Compensation		10
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		10
Item 13	Certain Relationships and Related Transactions, and Director Independence		11
Item 14	Principal Accounting Fees and Services		11
PART IV
Item 15	Exhibits, Financial Statement Schedules		12
	Signatures		12

 

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PART I

 

Item 1. Business.

 

Unless the context otherwise requires, the terms "we," "our company," "the Company," "us," "our" and the like refer to GOP & CO2, Inc.

 

GOP & CO2, Inc. was incorporated in the State of Delaware on July 22, 2013. We changed our name on December 5, 2014 from Go Public I, Inc. to GOP & CO2, Inc. The Company is a “blank check” company. The Company was originally formed as a vehicle to pursue a business combination and currently has no specific business plan. The Company has not conducted negotiations or entered into a letter of intent concerning any target business. The business purpose of the Company is to seek the acquisition of or merger with, an existing company or develop its own business plan. The Company selected July 31st as its fiscal year end.

 

The Company, based on its proposed business activities, is a “blank check” company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a “shell company,” because it has no or nominal assets; and either: no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a

market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

 

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

 

 

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The analysis of new business opportunities will be undertaken by or under the supervision of Jean- François St. Laurent, the sole officer and director of the Registrant. As of this date, the Company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Registrant has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant will consider the following kinds of factors:

 

 

(a)	Potential for growth, indicated by new technology, anticipated market expansion or new products;

 

(b)	Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

 

(c)	Strength and diversity of management, either in place or scheduled for recruitment;

 

(d)	Capital requirements and anticipated availability of required funds, to be provided by the Registrant or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

 

(e)	The cost of participation by the Registrant as compared to the perceived tangible and intangible values and potentials;

 

(f)	The extent to which the business opportunity can be advanced;

 

(g)	The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and,

 

(h)	Other relevant factors.

 

 

 

 

Item 1A. Risk Factors.

 

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

 

 

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Item 1B. Unresolved Staff Comments.

 

None.

 

Item 2. Properties.

 

We neither rent nor own any properties. We utilize the business office space and equipment of our management at no cost. Management estimates such amounts to be immaterial. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

  

Item 3. Legal Proceedings.

 

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

  

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

PART II

 

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

 

Market Information

 

ADMISSION TO QUOTATION ON THE OTC BULLETIN BOARD

 

We intend to have our common stock be quoted on the OTC Marketplace. If our securities are not quoted on the OTC Marketplace, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Marketplace differs from national and regional stock exchanges in that it:

 

(1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (2) securities admitted to quotation are offered by one or more Broker-dealers rather than the “specialist” common to stock exchanges.

 

To qualify for quotation on the OTC Marketplace, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. We do not yet have an agreement with a registered broker-dealer, as the market maker, willing to list bid or sale quotations and to sponsor the Company listing. If the Company meets the qualifications for trading securities on the OTC Marketplace our securities will trade on the OTC Marketplace until a future time, if at all. We may not now and may never qualify for quotation on the OTC Marketplace.

 

 

Holders

 

As of October 12, 2015, there was one shareholder of record of our common stock and 20,000,000 shares of restricted common stock deemed outstanding.

 

Dividends and Share Repurchases

 

We have not paid any dividends to our shareholder.  There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future.

 

Issuer Purchases of Equity Securities

 

None.

 

Equity Compensation Plan Information

 

Not applicable.

 

Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities

 

Not applicable.

 

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Item 6. Selected Financial Data.

 

Not applicable because the Company is a smaller reporting company.

 

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

 

 

The following discussion of our financial condition and results of operations should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended July 31, 2015, found in this report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Where possible, we have tried to identify these forward looking statements by using words such as “anticipate,” “believe,” “intends,” or similar expressions. Our actual results could differ materially from those anticipated by the forward-looking statements due to important factors and risks including, but not limited to, those set forth under “Risk Factors” in Part I, Item 1A of this report.

 

Company Overview 

 

GOP and CO2, Inc. (the “Company”) was incorporated under the laws of the State of Delaware on July 22, 2013, with an objective to acquire, or merge with, an operating business.

 

Recent Developments:

 

None.

 

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.  On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Estimates are based on historical experience, management expectations for future performance, and other assumptions as appropriate. Key areas affected by estimates include the assessment of the recoverability of long-lived assets, which is based on such factors as estimated future cash flows.  We re-evaluate estimates on an ongoing basis; therefore, actual results may vary from those estimates.

 

Fair Values of Financial Instruments

 

The carrying values of cash, accounts receivable, accounts payable and accrued expenses approximate the fair values of these instruments due to their short-term nature. The carrying amount for borrowings under the financing agreement approximates fair value because of the variable market interest rates charged for these borrowings.

 

Off Balance Sheet Arrangements

 

There are no off balance sheet arrangements.

 

Capital Resources.

 

We had no material commitments for capital expenditures as of July 31, 2015 and 2014.

 

Results of Operations for the years ended July 31, 2015 and 2014

 

For the year ended July 31, 2015 as compared to the year ended July 31, 2014, total revenues were $0 and $0, respectively; and net losses were $16,844 and $3,300 respectively. The net losses were attributable to operating expenses.  The operating expenses for the years ended July 31, 2015 consisted of audit and consulting fees.  

 

Liquidity

 

At July 31, 2015 and 2014 we had cash and cash equivalents of $0 and had accumulated deficits of $ 24,388 and $7,544, respectively.  We have incurred no cash flows from operations since we started our business. We have spent and expect to continue to spend only those amounts necessary to maintain public company registration status. Based on our current plans, our sole officer and director will continue to fund operating expenses.

 

At July 31, 2015 and 2014, we had $4,701 and $0 provided by financing activities and $0 by investing activities. The $4,701 represents cash received for the sale of 235,055 par value $0.0001 shares of common stock at $0.02 per share.

 

  

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

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Item 8. Financial Statements and Supplementary Data.

 

GOP & CO2, INC.

 

CONSOLIDATED FINANCIAL STATEMENTS

 

INDEX TO FINANCIAL STATEMENTS

 

		Pages
Report of Independent Registered Public Accounting Firm (RLB Certified Public Accountant PLLC)		F1
Balance Sheets		F2
Statements of Operations and Comprehensive Income (Loss)		F3
Statements of Stockholders’ Deficit and Comprehensive Income		F4
Statements of Cash Flows		F5
Notes to  Financial Statements		F6

 

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GOP & CO2, INC.

FKA Go Public I, Inc.

BALANCE SHEETS

 

		As of  July 31, 2015				As of    July 31, 2014
ASSETS
Current Assets
Cash		$	1,109			$	-
Total Current Assets			1,109				-
TOTAL ASSETS		$	1,109			$	-
LIABILITIES & STOCKHOLDER EQUITY
Current Liabilities
Accounts payable-Related party			200				-
Accrued expenses			6,500				2,000
Total Current Liabilities			6,700				2,000
TOTAL LIABILITIES			6,700				2,000
Stockholders’ (Deficit)
Preferred stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding)			-				-
Common stock ($.0001 par value, 500,000,000 shares authorized, 20,000,000 shares issued and outstanding as of July 31, 2015 2014)			2,000				2,000
Common stock payable			4,701
Additional Paid in Capital			12,096				3,544
Accumulated Deficit			(24,388)				(7,544)
Total Stockholder  (Deficit)			(5,591)				(2,000)
TOTAL LIABILITIES & STOCKHOLDER DEFICIT		$	1,109				-

The accompanying Notes to the Financial Statements are an integral part of these Financial Statements

 

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 GOP & CO2, INC.

FKA Go Public I, Inc.

STATEMENTS OF OPERATIONS

 

								July 31, 2015				July 31, 2014
			Revenues				$				$
			Total Revenues					-				-
			General & Administrative Expenses				$	1,044			$	-
			Share-based Expenses					-				-
			Professional fees				$	15,800			$	3,300
			Total General & Administrative Expenses				$	16,844			$	3,300
			Net Loss Before Income Taxes				$	(16,844)			$	(3,300)
			Provision for Income Taxes					-				-
			Net Loss					(16,844)				(3,300)
			Basic and Diluted Loss Per Share				$	(0.00)			$	(0.00)
			Weighted average number of common shares outstanding					20,000,000				20,000,000

 

The accompanying Notes to the Financial Statements are an integral part of these Financial Statements 

 

 

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GOP & CO2, INC.

FKA Go PUBLIC I, INC.

STATEMENTS OF CHANGES IN STOCKHOLDER (DEFICIT)

 

		Common Stock				Amount				Common Stock Payable	Additional Paid-In Capital				Accumulated Deficit				Total
July 22, 2013 — Shares issued for services rendered at $.0001 per share, July 29, 2013			20,000,000			$	2,000				$	—			$	—			$	2,000
Net loss for the period from July 22, 2013 through July 31, 2013			—				—					—				(4,244	)			(4,244	)
Balance July 31, 2013			20,000,000				2,000					—				(4,244	)			(2,244)
Net loss for the period from August 1, 2013 through July 31, 2014			—				—					—				(3,300)				(3,300)
Contributed expenses												3,544								3,544
Balance July 31, 2014			20,000,000				2,000					3,544				(7,544)				(2,000)
Common stock payable										4,701										4,701
Net loss for the period from August 1, 2014 through July 31, 2015																(16,844)				(16,844)
Contributed expenses												8,552								8,552
Balance July 31, 2015			20,000,000				2,000			4,701		12,096				(24,388)				(5,591)

 

The accompanying Notes to Financial Statements are an integral part of these Financial Statements

 

 

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GOP & CO2, INC.

FKA GO PUBLIC, INC.

STATEMENTS OF CASH FLOWS

		July 31,  2014		July 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(16,844)		$	(3,300)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
Expenses contributed to capital		8,552			3,544
Changes in current assets and liabilities:
Prepaid expense	$	---		$	2,000
Accounts payable-Related party	$	200		$	(2,244)
Accrued expense	$	4,500		$	-
Net cash (used in) operating activities	$	(3,592)		$	---
FINANCING ACTIVITES
Proceeds from common stock payable	$	4,701		$	-
Net cash provided by Financing Activities	$	4,701		$	0
Net cash increase/(decrease) for the period	$	1,109		$	-
Beginning cash balance	$	-			-
Net cash increase/(decrease) for the period		1,109		$	-
Ending cash balance	$	1,109			-
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid		-			-
Income taxes paid		-			-

 

The accompanying Notes to the Financial Statements are an integral part of these Financial Statements 

 

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GOP & CO2, INC.

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2015

 

NOTE 1—ORGANIZATION AND DESCRIPTION OF BUSINESS

GOP & CO2, Inc. (the “Company”) was incorporated under the laws of the State of Delaware on July 22, 2013, with an objective to acquire, or merge with, an operating business. As of July 31, 2015 there was a change in control, resulting in a name change from Go Public I, Inc. to GOP & CO2, Inc. and a change in shareholders.

NOTE 2— SIGNIFICANT ACCOUNTING POLICIES 

BASIS OF PRESENTATION. 

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC.  The Financial Statements have been prepared using the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a July 31 fiscal year end. (See Note 3, Going Concern, regarding the assumption that the Company is a “going-concern”).

 

SHELL COMPANY STATUS.

 

We are considered a shell company as defined in Rule 12b-2 of the Exchange Act. Rule 12b-2 of the Exchange Act defines a “shell company” as a registrant that has no or nominal assets; and either: no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets Our shell company status prevents investor from reselling our shares under Rule 144(i) unless and until 12 months after we are no longer considered a shell company. We caution investors as to the highly illiquid nature of an investment in our shares.

USE OF ESTIMATES.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

FISCAL YEAR END.

The Company elected July 31st as its fiscal year ending date.

CASH AND CASH EQUIVALENTS.

For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents were $1,109 and $0 at July 31, 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 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 at July 31, 2015 and 2014.

 

DEFERRED INCOME TAXES AND VALUATION ALLOWANCE.

 

The Company accounts for income taxes under ASC 740, Income Taxes.  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  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.  No deferred tax assets or liabilities were recognized at July 31, 2015 and 2014.

 

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.

EARNINGS (LOSS) PER SHARE. 

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of July 31, 2015.

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.

 

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 July 31, 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.

 

 

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RELATED PARTY TRANSACTIONS.

 

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

 

SHARE-BASED EXPENSE.

 

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees.  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

 

Share-based expense for the periods ended July 31, 2015 and 2014 was $0.

 

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS.

 

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.

 

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

 

In June 2015, FASB issued Accounting Standards Update (ASU) No. 2015-10, Technical Corrections and Updates. The amendments in this update cover a wide range of topics in the codification and are generally categorized as follows: Amendments Related to Differences between Original Guidance and the Codification; Guidance Clarification and Reference Corrections; Simplification; and, Minor Improvements. The amendments are effective

for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, but not required; at this time we are not early adopting. As the objectives of this standard are to clarify the codification; correct unintended application of guidance; eliminate inconsistencies; and, to improve the codification’s presentation of guidance, 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 financials 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.

NOTE 3—GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically, recurring operating losses, working capital deficiencies, negative cash flows from operating activities, and other adverse key financial ratios.

 

 

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

 

NOTE 4—PREPAID EXPENSE

Prepaid expense totaled $0 at July 31, 2015 2014.

 

NOTE 5—COMMITMENTS AND CONTINGENCIES

 

Litigation

The Company is not presently involved in any litigation.

 

Lease Obligations

At July 31, 2015, the Company does not have any capital or operating leases.

NOTE 6—STOCKHOLDER’S EQUITY

The capitalization of the Company consists of the following classes of capital stock as of July 31, 2015:

*	Common stock, $0.0001 par value: 500,000,000 shares authorized; 20,000,000 shares issued and outstanding. Holders of shares of common stock are entitled to one vote per share; voting rights are not cumulative.

 

NOTE 7—RELATED-PARTY TRANSACTIONS

 

Accounts payable 

 

At July 31, 2015 and 2014 the company had a related-party payable in the amount of $200 to its sole officer/sole director/controlling shareholder and $0 to its sole officer, director, and shareholder.

 

Equity

 

During the period ending July 31, 2015 expenses totaling $8,552 were paid by our sole officer and shareholder and are considered contributions to capital.

 

On July 29, 2013, the Company issued 20,000,000 of its $0.0001 par value common stock at $0.0001 per share and totaling $2,000 to the sole officer, director and shareholder of the Company in exchange for developing the Company’s business concept and plan.

  
NOTE 8— 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 July 31, 2015 and 2014, the Company has incurred net losses of $24,388 and $7,544 resulting in a net operating loss for income tax purposes. 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. NOLs begin expiring in 2033. The loss results in a deferred tax asset of approximately $8,300 at the effective statutory rate of 35%. The deferred tax asset has been off-set by an equal valuation allowance.

 

		July 31,
		2015			2014
Deferred tax asset, generated from net operating loss at statutory rates		$	8,500		$	2,600
Valuation allowance			(8,500)			(2,600	)
		$	—		$	—

 

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

 

Federal income tax rate                                                                                                     35.0%			35  .0	%
Increase in valuation allowance                                                                                        (35.0%)			(35.0	%)
Effective income tax rate                                                                                                    0.0%			0.0	%

 

 

NOTE 9—SUBSEQUENT EVENTS

 

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

 

 

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

We have had no disagreements with accountants. on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, in connection with its reports.

 

 

Item 9A. Controls and Procedures.

 

Disclosure Controls and Procedures

 

The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the SEC.  The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure.  As required under Exchange Act Rule 13a-15, the Company’s management, including the Chief Executive Officer who also serves as our Principal Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report.   Based on that evaluation, the Chief Executive Office who also serves as our Principal Financial Officer concluded that the disclosure controls and procedures are ineffective.

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the   Public Company Accounting Oversight Board were:

 

·

lack of a functioning audit committee, due to a lack of a majority of independent members;

·

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 the functions of authorization, recordkeeping, custody of assets, and reconciliations;

·

management is dominated by a small group without adequate compensating controls;

·

ineffective controls over period end financial disclosure and reporting processes;

·

ineffective oversight of the entity’s financial reporting and internal control by management and those charged with governance; and,

·

lack of a transfer agent.

 

These material weaknesses were identified by our Chief Executive Officer who also serves as our Chief Financial Officer in connection with the above annual evaluation.

 

Management believes that the material weaknesses did not have an effect on our financial results. However, management believes that the lack of an experienced financial professional, lack of a functioning audit committee and inadequate segregation of duties 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 recognizes that its controls and procedures would be substantially improved if we had an audit committee and two individuals serving as officers and as such is actively seeking to remediate this issue. 

 

Management’s Report on Internal Control over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).  The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.  Management conducted an assessment of the Company’s internal control over financial reporting based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework.  Based on the assessment, management concluded that, as of July 31, 2015, the Company’s internal control over financial reporting is ineffective based on those criteria.

 

The Company’s management, including its Chief Executive Officer who also serves as our Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures and its internal control processes will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any system of controls 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.  Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.  However, these inherent limitations are known features of the

financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

Management’s Remediation Initiatives

 

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.

 

Changes in Internal Control

 

There have been no changes in internal controls over the financial reporting that occurred during the period ending July 31, 2015,  that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

 

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

 

 

Item 9B. Other Information.

 

None.

 

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PART III

 

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

 

Name		Age		Position(s)
Jean- François St-Laurent		53		President, CEO, Secretary, Treasurer and Director

Jean- François St.-Laurent, President, Secretary, Treasurer and Director

 

Jean- François St.-Laurent , age 53, acts as President, Secretary, Treasurer and sole Director for the Company since September 1, 2014. Mr. Jean-François St. Laurent is currently, and has been for the past five years the President of

the Forsythe Investment Fund, PLC which owns investments and mutual funds. He is also a member, officer, and owner of the Forsythe Group SA, located in Switzerland and Forsythe Canada. Forsythe Group SA is a Company that provides business consulting and legal services to clients while Forsythe Canada provides similar services but does not act as a financial intermediary for clients. More information about the Forsythe Group can be found at www.forsythegroup.net

 

 

Employees

 

At July 31, 2015 we had no employees.

 

Directors’ Term of Office

 

Directors will hold office until the next annual meeting of stockholders and the election and qualification of their successors.  Officers are elected annually by our board of directors and serve at the discretion of the board of directors. Presently, we have a single director, Jean- François St.-Laurent.

 

Director Independence

 

Although our securities do not trade on any national securities exchange, for purposes of independence we use the NASDAQ definition of independence. Our director is not independent because of his position as an executive officer of the Company.

 

Audit Committee and Audit Committee Financial Expert

 

Our sole director acts as our audit committee and compensation committee. We do not have an “audit committee financial expert,” as that term is defined in Item 407(d) of Regulation S-K promulgated under the Securities Act. The sole director believes that he is financially literate and experienced in business matters and are capable of (1) understanding generally accepted accounting principles (“GAAP”) and financial statements, (2) assessing the general application of GAAP principles in connection with our accounting for estimates, accruals and reserves, (3) analyzing and evaluating our financial statements, (4) understanding internal controls and procedures for financial reporting, and (5) understanding audit committee functions, all of which are attributes of an audit committee financial expert. However, the sole director believes that no audit committee member has obtained these attributes through the experience specified in the SEC's definition of “audit committee financial expert.” Further, as is the case with many small companies, it would be difficult for us to attract and retain board members who qualify as “audit committee financial experts,” and competition for such individuals is significant. The sole director believes that its current audit committee is able to fulfill its role under SEC regulations despite not having a designated “audit committee financial expert.”

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires the Company’s executive officers, directors and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common stock.  Such officers, directors and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file with the SEC.

 

Based solely on a review of the copies of such forms that were received by the Company, or written representations from certain reporting persons that no Form 5s were required for those persons, the Company is not aware of any failures to file reports or report transactions in a timely manner during the Company’s fiscal year ended July 31, 2015.

 

Code of Ethics

 

We have not established a Code of Ethics applicable to our officers and directors.

 

Procedure for Nominating Directors

 

In 2015, we have not made any material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

 

Family Relationships

 

There are no family relationships among our directors, executive officers or persons nominated to become executive officers or directors.

 

Involvement in Certain Legal Proceedings

 

During the past ten (10) years, none of our directors, persons nominated to become directors, executive officers, promoters or control persons was involved in any of the legal proceedings listen in Item 401 (f) of Regulation S-K.

 

Arrangements

 

There are no arrangements or understandings between an executive officer, director or nominee and any other person pursuant to which he was or is to be selected as an executive officer or director.

 

 

 

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Item 11. Executive Compensation.

 

There was compensation paid to our Chief Executive/Financial Officer for services rendered of $0 and $0 for the years ending July 31, 2015 and 2014.

 

The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the years ended July 31, 2015 and 2014.

 

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

 

Jean- François St. Laurent Chief Executive Officer Chief Financial Officer Jean- François St. Laurent Chief Executive Officer Chief Financial Officer

2015       2014

0       0

0       0

0       0

0       0

0       0

0       0

0       0

0       0

 

Option Grants in Last Fiscal Year

 

None.

 

Outstanding Equity Awards at Fiscal Year-End

 

None.

 

Compensation of Directors

 

The Company’s sole director received no compensation for services as director during the last fiscal year.

 

Equity Compensation Plan Information

 

Not applicable.

 

Employment Agreements

 

None.

 

 

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

 

The following table sets forth certain information regarding beneficial ownership of our common stock and warrants to purchase shares of our common stock as of October 22, 2015 by (i) each person (or group of affiliated persons) who is known by us to own more than five percent of the outstanding shares of our common stock, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group.  As of October 22, 2015 , there were 20,000,000 shares of common stock outstanding.

 

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. The principal address of each of the stockholders listed below is c/o 780 Reservoir Avenue, Cranston, RI 02910.  We believe that all persons named in the table have sole voting and investment power with respect to shares beneficially owned by them.

 

Principal Stockholders Table 

Name of Owner		Shares Owned				Percentage of Shares Outstanding
Jean-François St. Laurent-(1)			20.000,000				100	%
All officers and directors as a group (1 person)			20,000,000				100	%

 

 

(1) Jean-François St. Laurent serves as President, Secretary, Treasurer and Director of the Company.

 

 

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Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

None

 

 

 

Item 14. Principal Accounting Fees and Services.

 

Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.

 

			2015	2014
	Audit fees	Messineo & Co. CPAs, LLC	$0	$250
	Audit fees	RLB CPA, PLLC	$7,300	$3,050
	Audit related fees
	Tax fees
	All other fees
	Total		$7,300	$3,300

 

 

Board of Directors Pre-Approval Process, Policies and Procedures

 

Our principal auditor has performed audit procedures in accordance with pre-approved policies and procedures established by our sole director. Our principal auditor has informed our sole director of the scope and nature of each service provided. With respect to the provisions of services other than audit, review, or attest services, our principal accountant brought such services to the attention of our sole director prior to commencing such services.

 

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PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

(a) Financial Statements

 

1. Financial statements for our company are listed in the index under Item 8 of this document

 

2. All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

 

(b) Exhibits required by Item 601 of Regulation S-K.

 

Exhibit No.		Description
3.1		Certificate of Incorporation (1)
3.2		By-laws. (1)
31.1		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-K for the year ended July 31, 2014. (2)

 

32.1		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
101.INS		XBRL Instance Document (3)
101.SCH		XBRL Taxonomy Extension Schema (3)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase (3)
101.DEF		XBRL Taxonomy Extension Definition Linkbase (3)
101.LAB		XBRL Taxonomy Extension Label Linkbase (3)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase (3)

_______________________________________________________________________________________________

(1)	Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on August 22, 2013, and incorporated herein by this reference.
(2)	Filed herewith.
(3)	Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

GOP & CO2, Inc.

(Registrant)

 

By: Jean-François St. Laurent

Jean-François St. Laurent, CEO

Dated: November 13, 2015

 

 

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.

 

 

By: Jean-François St. Laurent

Jean-François St. Laurent, CEO

Dated: November 13, 2015

 

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