Attached files
| file | filename |
|---|---|
| EX-32 - PROSALUTIS HOLDINGS INC. | exhibitd2032.htm |
| EX-31 - PROSALUTIS HOLDINGS INC. | exhibitd2031.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2015
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from_________ to____________
Commission file number: 00054082
PROSALUTIS HOLDINGS INC.
British Columbia, Canada
N/A
State or other jurisdiction of
(I.R.S. Employer
incorporation or organization
Identification No.)
804- 750 West Pender Street, Vancouver, British Columbia, Canada V6C 2TZ
(Address of principal executive offices)
778-654-3221
(Registrant’s telephone number)
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 15(d) of the Exchange Act from their obligations under those Sections. 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 [ ]
No [x]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ ]
No [x]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the 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.
Yes [ ]
No [x]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer
[ }
Accelerated filer
[ ]
Non-accelerated filer
[ }
Smaller reporting company
[x]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [ ]
No [x]
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of registrant’s most recently completed second fiscal quarter - $153,684.
The number of shares outstanding of the registrant’s common stock as of September 30, 2016 was 102,558,842.
Documents Incorporated By Reference
None
Item 1.
BUSINESS
The Company owned certain non-performing mineral properties and these properties were abandoned during the year.
The Company was in negotiations to acquire the rights, title and interest in intellectual property relating to a drug named SPT1000, a natural metabolite which has a strong anti-inflammatory effect on the brain. This agreement was completed on March 15, 2016. The rights involved the issuance of 100,000,000 shares of common stock at $.001 per share.
Item 1A Risk Factors
RISKS THAT MAY AFFECT FUTURE RESULTS
We are a relatively young company with no operating history
Since we are a young company, it is difficult to evaluate our business and prospects. At this stage of our business operations, even with our good faith efforts, potential investors have a high probability of losing their investment. Our future operating results will depend on many factors, including the ability to generate sustained and increased demand and acceptance of our website, the level of our competition, and our ability to attract and maintain key management and employees. While management believes their estimates of projected occurrences and events are within the timetable of their business plan, there can be no guarantees or assurances that the results anticipated will occur.
We expect to incur net losses in future quarters
If we do not achieve profitability, our business may not grow or operate. We may not achieve sufficient revenues or profitability in any future period. We will need to generate revenues from the sales of advertising on our website, or take steps to reduce operating costs to achieve and maintain profitability. Even if we are able to generate revenues, we may experience price competition that will lower our gross margins and our profitability. If we do achieve profitability, we cannot be certain that we can sustain or increase profitability on a quarterly or annual basis.
We will require additional funds to operate in accordance with our business plan
We may not be able to obtain additional funds that we will require. We do not presently have adequate cash from operations or financing activities to meet our short term or long-term needs. If unanticipated expenses, problems, and unforeseen business difficulties occur, which result in material delays, we will not be able to operate within our budget. If we do not achieve our internally projected sales revenues and earnings, we will not be able to operate within our budget. If we do not operate within our budget, we will require additional funds to continue our business. If we are unsuccessful in obtaining those funds, we cannot assure you of our ability to generate positive returns to the Company. Further, we may not be able to obtain the additional funds that we require on terms acceptable to us, if at all. We do not currently have any established third-party bank credit arrangements. If the additional funds that we may require are not available to us, we may be required to curtail significantly or to eliminate some or all of our development, publishing, or sales and marketing programs.
If we need additional funds, we may seek to obtain them primarily through equity or debt financings. Such additional financing, if available on terms and schedules acceptable to us, if available at all, could result in dilution to our current stockholders and to you. We may also attempt to obtain funds through arrangement with corporate partners or others. Those types of arrangements may require us to relinquish certain rights to our intellectual property.
We are highly dependent on our President and CEO.
We are largely dependent on Mauricio Gonzalez, our President and CEO, for specific proprietary technical knowledge and the Company market knowledge. Our success may also depend on our ability to attract and retain other qualified management and sales and marketing personnel. We compete for such persons with other companies and other organizations, some of which have substantially greater capital resources than we do. We cannot give you any assurance that we will be successful in recruiting or retaining personnel of the requisite caliber or in adequate numbers to enable us to conduct our business.
If capital is not available to us to expand our business operations, we will not be able to pursue our business plan.
We will require a minimum of $1,500,000 to complete our future obligations. Cash flows from operations, to the extent available, will be used to fund these expenditures. We intend to seek additional capital from loans from our shareholder and from public and private equity offerings. Our ability to access capital will depend on reaching certain milestones in our business plan. It will also be dependent upon the status of the capital markets at the time such capital is sought. Should sufficient capital not be available, the development of our business plan could be delayed and, accordingly, the implementation of our business strategy would be adversely affected. In such event, it would not be likely that investors would obtain a profitable return on their investments or a return of their investments.
Risks Relating to Our Common Stock
We are controlled by a principal stockholder.
Innovestica LLP is our largest stockholder, holding beneficially, as of September 30, 2016, approximately sixty-eight(68%) percent of our outstanding shares. Through its share ownership, the stockholder is in a position to control the registrant and to elect our entire board of directors.
We expect to be subject to SEC regulations and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and other trading market rules, are creating uncertainty for public companies.
We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend to invest appropriate resources to comply with evolving standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
Our annual and quarterly results of operations will fluctuate, and these fluctuations could cause our stock price to decline.
Our quarterly and annual operating results are likely to fluctuate in the future. These fluctuations could cause our stock price to decline. The nature of our business involves variable factors, such as the timing of any license agreement, the timing of launch and market acceptance of our product, and the timing of the research, development and regulatory submissions of our products in development that could cause our operating results to fluctuate. The forecasting of the timing and amount of sales of our products is difficult due to market uncertainty and the uncertainty inherent in seeking FDA and other necessary approvals for our product. As a result, in some future quarters or years, our clinical, financial or operating results may not meet the expectations of securities analysts and investors, which could result in a decline in the price of our stock.
We do not have a history of paying dividends on our common stock.
Historically, we have not declared and paid any cash dividends on our common stock. We intend to retain all of our earnings for the foreseeable future to finance the operation and expansion of our business. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases.
Any future sale of a substantial number of shares included in our current registration statement could depress the trading price of our stock, lower our value and make it more difficult for us to raise capital.
In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the then current trading price of our common stock. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the then current trading price of our common stock.
At this time there is no trading volume in our common stock
At the present time, until all of our SEC filings are made and brought up to date, there is a stop signal on the trading of our stock and as such there is no market for existing stockholders to sell their shares into the market.
ITEM 2. DESCRIPTION OF PROPERTY.
We currently maintain our executive offices 804- 750 West Pender Street, Vancouver, British Columbia V6C 2TZ which are provided to us at free of charge at this time.
ITEM 3. LEGAL PROCEEDINGS.
The company is not party to any legal proceedings
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's common stock is listed on the OTC Markets – Pink Sheets under the Symbol GFGVF. The stock is currently not trading.
DIVIDENDS
The Company has not paid any cash dividends since its inception and does not contemplate paying any in the foreseeable future. It is anticipated that earnings, if any, will be retained for the operation of the Company's business.
PENNY STOCK STATUS
If and when the Company begins to trade again, we believe that the price of the stock will be such that, it will be a "penny stock," as the term is defined by Rule 3a51-1 of the Securities Exchange Act of 1934. This makes it subject to reporting, disclosure and other rules imposed on broker-dealers by the Securities and Exchange Commission requiring brokers and dealers to do the following in connection with transactions in penny stocks:
1. Prior to the transaction, to approve the person's account for transactions in penny stocks by obtaining information from the person regarding his or her financial situation, investment experience and objectives, to reasonably determine based on that information that transactions in penny stocks are suitable for the person, and that the person has sufficient knowledge and experience in financial matters that the person or his or her independent advisor reasonably may be expected to be capable of evaluating the risks of transactions in penny stocks. In addition, the broker or dealer must deliver to the person a written statement setting forth the basis for the determination and advising in highlighted format that it is unlawful for the broker or dealer to effect a transaction in a penny stock unless the broker or dealer has received, prior to the transaction, a written agreement from the person. Further, the broker or dealer must receive a manually signed and dated written agreement from the person in order to effectuate any transactions is a penny stock.
2. Prior to the transaction, the broker or dealer must disclose to the customer the inside bid quotation for the penny stock and, if there is no inside bid quotation or inside offer quotation, he or she must disclose the offer price for the security transacted for a customer on a principal basis unless exempt from doing so under the rules.
3. Prior to the transaction, the broker or dealer must disclose the aggregate amount of compensation received or to be received by the broker or dealer in connection with the transaction, and the aggregate amount of cash compensation received or to be received by any associated person of the broker dealer, other than a person whose function in solely clerical or ministerial.
4. The broker or dealer who has effected sales of penny stock to a customer, unless exempted by the rules, is required to send to the customer a written statement containing the identity and number of shares or units of each such security and the estimated market value of the security. The imposition of these reporting and disclosure requirements on a broker or dealer make it unlawful for the broker or dealer to effect transactions in penny stocks on behalf of customers. Brokers or dealers may be discouraged from dealing in penny stocks, due to the additional time, responsibility involved, and, as a result, this may have a deleterious effect on the market for the company's stock.
ITEM 6 SELECTED FINANCIAL DATA
The information required by Item 301 of Regulation S-K is not required since the Company is a small company reporting issuer.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Shareholders are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, our ability to fully establish our proposed websites and our ability to conduct business with Palm, Inc. and be successful in selling products. Although we believe the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements contained in the report will prove to be accurate.
GENERAL
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related footnotes for the year ended December 31, 2015 elsewhere in this Annual Report on Form 10-K. The discussion of results, causes and trends should not be construed to imply any conclusion that such results or trends will necessarily continue in the future.
Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted with the International Financial Reporting Standards as issued by the International Accounting Standards Board. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of the Company's financial statements relate to the allowance for doubtful accounts. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this Annual Report on Form l0-K for the year ended December 31, 2015.
Results of Operations
For the year ended December 31, 2015, the Company earned $25,189 of which $525 was from interest.
General and administrative expenses for the year ended December 31, 2015 included $451,283 paid to outside consultants mainly related to negotiating the Technology Agreement that was signed in March 2016 and for merger of American First Financial and the Company. Additional transactions fees of $786,156 were incurred to effect this merger.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Since the Company is not trading at this time and the fact that it is a smaller reporting issuer, this information will be omitted from this filing.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference to the consolidated financial statements and accompanying notes set forth in this Annual Report on Form 10-K.
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A CONTROLS AND PROCEDURES
The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to a company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2015, the end of the period covered by this Annual Report on Form 10-K. Based upon such evaluation, our Chief Executive Officer has concluded that our disclosure controls and procedures were effective as of such date.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2015, based on the guidelines established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements for external reporting purposes in accordance with International Accounting Standards Board, and that our receipts and expenditures are being made only in accordance with authorizations of our management and/or directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2015.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Controls
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
ITEM 9B OTHER INFORMATION
None
ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DIRECTORS AND EXECUTIVE OFFICERS
Our officers and directors are as follows:
Richard Dibiase
Director, President, CEO and CFO
Michael Johnson
Director
Neal Johnson
Director
Relevant Education and Experience
Richard DiBiase
Richard DiBiase has over 15 years of capital markets experience. He has served as an officer, director and consultant to private and public technology and resource firms at all stages of corporate development. Mr. DiBiase has been involved in the debt and equity financing of micro and small-cap issuers listed on American, Canadian and European exchanges.
Neal Johnson
Neal Johnson has worked in the banking industry for 36 years, holding various positions up to regional manager. For the last 15 years, he has worked as a residential mortgage loans officer. Mr. Johnson has been a member of The Eau Gallie Yacht Club for the last 20 years, serving as Commodore in 2004-2005. He served on the board of directors of AMI Kids, Inc., a youth offender program in Brevard County, Florida, serving three years as Board Chair. He is also a past Chairman of Leadership Brevard, the county’s leadership development program.
Michael Johnson
Michael Johnson has been involved in the property insurance business for the past 40 years, working as an independent adjuster for various insurance companies and handling both commercial and residential property damage. This role also involved managing and supervising other adjusters in various natural disaster situations. Since 2000, Mr. Johnson has also worked as a surveyor and appraiser for coal mining companies in southern Illinois, evaluating the replacement costs and cash value of commercial and residential properties. Mr. Johnson obtained his real estate license in Missouri in 2013. In all of his roles, Mr. Johnson has gained experience in business management, employee management, mitigation of damage, appraisals, arbitration and dispute resolution. Mr.
Johnson obtained his Associate of Arts Degree from Brevard Community College in 1972 and a Bachelor of Arts Degree from the University of South Florida in 1974.
CODE OF ETHICS
We have not yet adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions, since we have been focusing our efforts on obtaining financing for the company. We expect to adopt a code by the end of the current fiscal year.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors, and persons who beneficially own more than 10% of our common stock to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission ("SEC"). Officers, directors and greater than 10% beneficial owners are also required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of such forms furnished to us, or written representations that no Form 5 filings were required, we believe that during the fiscal period ended December 31, 2015, there was compliance with all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners.
ITEM 11 EXECUTIVE COMPENSATION
Kris Kottmeier who was the previous President, CEO, Secretary, Treasurer and Chairman of the Board in 2014 received as compensation a total of $126,016 for the year ended December 31, 2015.
No other officers or directors received compensation during the year ended December 31, 2015.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
None of the officers or directors own any stock in the Company.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
None
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
AUDIT FEES
For the audited fiscal period ended December 31, 2015, our principal accountants have billed approximately $2,500.
AUDIT-RELATED FEES
There were no fees billed for assurance and related services reasonably related to the performance of the audit or review of our financial statements outside of those fees disclosed above under "Audit Fees".
TAX FEES
There were no fees billed during this fiscal period for tax compliance, tax advice, and tax planning services.
ALL OTHER FEES
There were no fees billed for services by our principal accountant, other than those disclosed above.
PRE-APPROVAL POLICIES AND PROCEDURES
Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed.
PART IV
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(1)
FINANCIAL STATEMENTS
CERTIFICATION
CERTIFICATION
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PROSALUTIS HOLDINGS INC.
Dated: March 10, 2017
s/s Mauricio Gonzales
Mauricio Gonzales, CEO
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
s/s Mauricio Gonzales
Mauricio Gonzales, CEO
March 10, 2017
Prosalutis Holdings Inc. (formerly Greenflag Ventures Inc.)
Condensed Consolidated Annual Financial Statements
For The Year Ended December 31, 2015
(Expressed in US Dollars)
Prosalutis Holdings Inc. (formerly Greenflag Ventures Inc.)
Condensed consolidated statements of financial position
(Expressed in US dollars)
| Notes | December 31, 2015 | December 31, 2014 |
ASSETS |
|
|
|
Current assets |
|
|
|
Cash and cash equivalents |
| $ 5,242 | $ 2,192 |
Receivables |
| 3,487 | 3,487 |
Prepaid expenses and deposits |
| - | 4,122 |
|
| 8,729 | 9,800 |
Non-current assets |
|
|
|
Note Receivable | 4 | 378,161 | - |
Exploration and evaluation assets |
| - | 483,481 |
TOTAL ASSETS |
| $ 386,889 | $ 493,282 |
LIABILITIES Trade payables and accrued liabilities | 7 | $ 419,124 | $ 199,287 |
Note Payable | 5 | 400,000 | - |
Convertible loan | 8 | 64,287 | 64,287 |
TOTAL LIABILITIES |
| 883,411 | 263,574 |
SHAREHOLDERS’ EQUITY (DEFICIENCY) |
|
|
|
Common Stock | 9 | 3,548,187 | 2,373,870 |
Additional paid-in-capital | 9 | 255,296 | 255,296 |
Accumulated deficit |
| (4,300,005) | (2,399,459) |
TOTAL EQUITY (DEFICIENCY) |
| (496,522) | 229,708 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
| $ 386,889 | $ 493,282 |
See accompanying notes to the audited condensed consolidated Annual financial statements
12
Prosalutis Holdings Inc. (formerly Greenflag Ventures Inc.)
Condensed consolidated Annual statements of loss and comprehensive loss
(Expressed in US dollars)
| Year Ended December 31, 2015 | Year Ended December 31, 2014 |
|
|
|
EXPENSES |
|
|
Consulting fees | $ 451,283 | $ 68,069 |
Interest and bank charges | 5,797 | 5,029 |
Management and director fees | 126,016 | 95,296 |
Office and miscellaneous | 21,870 | 1,308 |
Professional fees | 44,608 | 22,123 |
Rent | - | 490 |
Shareholder communication | - | 6,321 |
Transaction fees | 786,156 | - |
Transfer agent, filing fees and shareholder relations | 6,524 | 23,953 |
|
|
|
|
(1,442,254) |
(222,590) |
|
|
|
OTHER ITEMS |
|
|
Interest Income | 525 | - |
Gain on settlement of debt | - | 1,134 |
Miscellaneous income | 24,664 | 5,628 |
Write-off of exploration and evaluation assets | (483,481) | - |
|
|
|
|
(458,292) |
6,762 |
|
|
|
|
|
|
Net income (loss) and comprehensive income (loss) for the period | $ (1,900,546) | $ (215,828) |
|
|
|
Basic and diluted net income (loss) per common share | $ (0.04) | $ (0.59) |
|
|
|
Weighted average number of common shares outstanding | 43,770,573 | 365,400 |
See accompanying notes to the audited condensed consolidated Annual financial statements
13
Prosalutis Holdings Inc. (formerly Greenflag Ventures Inc.)
Condensed consolidated Annual statement of changes in shareholders’ equity
(Expressed in US dollars)
|
|
| Share capital |
| ||||||
| Notes | Number of voting common shares |
Amount |
| Reserve | Deficit | Total | |||
Balance at December 31, 2013 |
| 389,029 | $ 2,297,293 |
| $ 255,296 | $ (2,183,631) | $ 368,958 | |||
Shares issued for cash (Note 8) |
| 10,000,000 | 75,030 |
| - | - | 75,030 | |||
Shares issued for cash (Note 8) |
| 2,791,240 | 1,547 |
| - | - | 1,547 | |||
Comprehensive loss for the year |
| - | - |
| - | (215,828) | (215,828) | |||
Balance at December 31, 2014 |
| 13,180,269 | $ 2,373,870 |
| $ 255,296 | $ (2,399,459) | $ 229,708 | |||
Shares issued per reorganization (Note 1 and 9) |
| 20,661,500 | 786,156 |
| - | - | 786,156 | |||
Shares issued for cash (Note 9) |
| 1,000,000 | 10,000 |
| - | - | 10,000 | |||
Shares issued per promissory note (Note 4 and 9) |
| 10,000,000 | 378,161 |
| - | - | 378,161 | |||
Comprehensive loss for the year |
| - | - |
| - | (1,900,546) | (1,900,546) | |||
Balance at December 31, 2015 |
| 44,841,769 | $ 3,548,187 |
| $ 255,296 | $ (4,300,005) | $ (496,522) | |||
See accompanying notes to the audited condensed consolidated Annual financial statements
14
Prosalutis Holdings Inc. (formerly Greenflag Ventures Inc.)
Condensed consolidated Annual statements of cash flows
Year ended December 31, 2015
(Expressed in US dollars)
|
| 2015 | 2014 |
Operating activities |
|
|
|
Income (loss) for the period |
| $ (1,900,546) | $ (215,828) |
Adjustments for: |
|
|
|
Transaction costs |
| 786,156 | - |
Write-off of exploration assets |
| 483,481 | - |
Changes in non-cash working capital items: |
|
|
|
Decrease (increase) in prepaids |
| 4,122 | 1,367 |
Decrease (increase) in receivables |
| - | (2,714) |
Increase (decrease) in trade payables and accrued liabilities |
| 219,837 | 114,511 |
Net cash flows provided by (used in) operating activities |
| (406,950) | (102,663) |
Investing activities |
|
|
|
Return of bond payable |
| - | 8,508 |
Net cash flows provided by investing activities |
| - | 8,508 |
Financing activities |
|
|
|
Shares issued for cash |
| 10,000 | 76,577 |
Promissory note issued for consulting services |
| 400,000 | 76,577 |
Net cash flows provided by financing activities |
| 410,000 | 76,577 |
Increase (decrease) in cash and cash equivalents |
| 3,050 | (17,578) |
Cash and cash equivalents, beginning of period |
| 2,192 | 19,770 |
Cash and cash equivalents, end of period |
| $ 5,242 | $ 2,192 |
See accompanying notes to the audited condensed consolidated Annual financial statements
6
1.
Nature and continuance of operations
Prosalutis Holdings Inc. (formerly Greenflag Ventures Inc.) (“Prosalutis” or the “Company”) was incorporated on November 25, 2009, under the laws of the province of British Columbia, Canada.
From July through September 2015, the Company issued 20,661,500 common shares and completed a reverse merger with American First Financial Inc. (“American First”), a private British Columbia company, pursuant to a reorganization agreement dated July 27, 2015 whereby American First acquired 60% of the issued and outstanding common shares of the Company in exchange for 100% of the issued and outstanding common shares of American First.
Prior to the reverse merger, American First completed a reorganization with WTTJ, Corp, a corporation incorporated under the laws of the State of Michigan (“WTTJ”) pursuant to a reorganization agreement dated July 1, 2015 whereby WTTJ acquired 100% of the issued and outstanding common shares of American First in exchange for 82% of the issued and outstanding common shares of WTTJ.
The head office, principal address and registered and records office of the Company are located at 1800 – 999 West Hastings Street, Vancouver, British Columbia, V6C 2W2.
These audited condensed consolidated annual financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. The Company’s continuation as a going concern is dependent upon the successful results from its activities and its ability to attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations. Management intends to finance operating costs over the next twelve months with loans from directors and companies controlled by directors and or private placement of common shares.
2.
Significant accounting policies and basis of preparation
Statement of compliance and conversion to International Financial Reporting Standards
The consolidated annual financial statements, including comparatives, have been prepared in accordance with International Accounting Standard 34 “Annual Financial Reporting” (“IAS 34”) using accounting policies consistent with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the IFRS Interpretations Committee (“IFRIC”).
Basis of preparation
The financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The consolidated annual financial statements are presented in US dollars unless otherwise noted, which have been converted from the Company’s functional currency, Canadian dollars.
3.
Capital management
The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company. The Board of Directors does not establish quantitative returns on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. Management considers the Company’s capital structure to primarily consist of the components of shareholder’s equity.
The Company will continue to execute its business model and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during the nine months ended December 31, 2015. The Company is not subject to externally imposed capital requirements.
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4.
Note receivable
On October 1, 2015, the Company received a promissory note in the amount of $378,161 in exchange for the issuance of 10,000,000 common shares of the Company. The promissory note carries an interest rate of 3% per annum, compounded annually, on the unpaid balance and the note is due on October 1, 2020.
Should the holder of the note sell any common shares, the equal prorated amount of the promissory note is due within 7 days of any sale of common shares.
5.
Note payable
On September 1, 2015 the Company entered into a consulting agreement for outreach, radio, and television services with a third party consultant. The services include the following: broadcast of radio & tv interviews, re-broadcast of interviews, newsletter outreach, ancillary press services, company spokesperson services, general financial public relations services, broker dealer introduction services, as well as counsel regarding strategic business and financial plans. In exchange for the services, the Company agreed to a fee of $35,000 due within 60 days, in addition to $400,000 worth stock in the Company, restricted for a maximum of six months. In conjunction with the consulting agreement, the Company signed a promissory note for $400,000 due on October 2, 2015 with a 3% annual interest rate.
For the year ended December 31, 2015, the Company recorded a consulting fee expense of $435,000 in relation to the agreement. As of December 31, 2015 the $35,000 fee had not yet been paid and is on the balance sheet in trade payables and accrued liabilities and the $400,000 promissory note is on the balance sheet in notes payable. Additionally, $4,000 in interest expense related to the promissory note has been recorded on the income statement under interest and bank charges as well as on the balance sheet in trade payables and accrued liabilities.
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6.
Exploration and evaluation assets
| Blackwater East |
|
|
Cost |
|
Balance, March 31, 2013 | $ 549,340 |
Acquisition costs | 66,556 |
BC METC refund | (132,415) |
Balance, March 31, 2014 | $ 483,481 |
|
|
Write-off | (483,481) |
Balance, March 31, 2015 and December 31, 2015 | $ - |
Blackwater East | |
Cost, cumulative |
|
Legal and other fees | $ 5,573 |
Geology and consulting | 441,816 |
BC METC refund | (132,415) |
Acquisition costs | 168,508 |
|
|
Balance, March 31, 2014 | $ 483,481 |
Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties, and, to the best of its knowledge, title to all of its properties, except as described below, are properly registered and in good standing.
The following is a description of the Company’s exploration and evaluation assets and the related spending commitments:
Blackwater East
In 2011 the Company entered into an option agreement with Ansell Capital Corp. (‘Ansell’) to earn up to a 100% interest in the Blackwater East (formerly Kuyakuz) property, located in British Colombia, Canada. This option agreement was approved by the Exchange as the Company’s Qualifying Transaction on March 30, 2011.
The Property, which is comprised of 15 contiguous mineral claims totaling approximately 6,434 hectares, is located in the Omineca mining division approximately 125 kilometres southeast of the municipality of Vanderhoof in the Province of British Columbia, Canada. Pursuant to the option agreement, the Company can acquire an undivided 70% interest in the Property by meeting the following contractual commitments:
Making $121,011 in staged cash payments (paid- $121,011)
Issuing 30,000 common shares (300,000 issued)
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5.
Exploration and evaluation assets (cont’d)
6.
Exploration and evaluation assets (cont’d)
Incurring $756,321 in exploration work on the Blackwater East property ($441,816 incurred)
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The Company has a further option to acquire the remaining 30% undivided interest in the Property (for an aggregate interest of 100%) by issuing an additional 220,000 shares of the Company on or before June 7, 2015.
The Property is subject to a 2% net smelter returns royalty (“NSR”) payable to Ansell, which may be purchased by the Company for $756,321.
On May 30, 2011, the company entered into a mineral claim purchase agreement with Michael Don Till to purchase 4 mineral claims located in the Omineca Mining Division of BC, by paying $3,025 (paid) and issuing 3,000 common shares (issued).
During the year-ended December 31, 2015, the Company abandoned the property and wrote off $483,481 to operations.
6.
Exploration and evaluation assets
7.
Trade payables and accrued liabilities
| Dec. 31, 2015 | Dec. 31, 2014 |
Trade payables | $ 200,688 | $ - |
Due to related parties | 206,873 | 199,287 |
Accrued liabilities | 11,563 | - |
| $ 419,124 | $ 199,287 |
8.
Convertible loan
On April 8, 2013 the Company received $64,287 in convertible loan subscriptions. The loan has bears interest at 10% with interest payable semi-annually. For the year ended December 31, 2015, the Company has accrued $6,429 of interest expense. Upon conversion, the loan will convert into 170,000 units at a price of $0.38 per unit. Each unit will consist of one common share and one non-transferable share purchase warrant. Each warrant is exercisable at a price of $0.38 per share in the first year and $0.76 per share thereafter. In relation to the convertible loan subscription, the Company paid a finder’s fee of $6,429 and 17,000 Agent’s Warrants. The Agent’s Warrants were valued at $3,857 using the Black-Scholes Model and the following assumptions:
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8.
Convertible loan (cont’d)
Expected life of agent’s warrants | 1.5 years |
Annualized volatility | 131.20% |
Risk-free interest rate | 1.16% |
Dividend rate | 0% |
9.
Share capital
Authorized share capital
Unlimited number of voting common shares without par value and unlimited number of non-voting common shares without par value.
Share Consolidation
Effective April 16, 2014 the Company implemented a reverse split of its common stock with a ratio of one post-split share for every 10 shares issued and outstanding on that date, resulting in a reduction of its issued and outstanding common shares from 3,890,294 to 389,029 shares. All share and related option information presented in these financial statements and accompanying footnotes has been adjusted retroactively to reflect the decreased number of shares resulting from the split.
Share issuances
On July 22, 2014, the company issued 10,000,000 common shares with a value of $75,030 as consideration per the escrow agreement dated May 29, 2014.
From July through December 2014, the company issued 2,791,240 with a value of $1,547.
From July through September 2015, the Company issued 20,661,500 common shares valued at $0.038 per common share for $786,156 included as transaction fees on the statement of loss and comprehensive loss as part of the corporate restructure as discussed in Note 1 to the financial statements.
On October 1, 2015, the Company issued 10,000,000 common shares with a value of $378,161 as consideration of a note receivable (see Note 4).
On November 5, 2015, the company issued 1,000,000 with a value of $10,000.
Stock options
The Company has adopted an incentive stock option plan, which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees and technical consultants to the Company, non-transferable stock options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the Company’s issued and outstanding common shares. Under the plan, an option’s maximum term is five years from the grant date
During the year ended December 31, 2015 there were no stock options outstanding.
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Warrants
There were no changes in warrants during the year ended December 31, 2015.
Details of warrants outstanding as at December 31, 2015 are as follows:
Number of Shares | Exercise Price |
| Expiry Date |
|
|
|
|
67,600 | $22.70 |
| July 27, 2018* |
7,170 - | 22.70 |
| August 7, 2018** |
|
|
|
|
74,770 |
|
|
*the exercise price of the warrants increases by $4.50 every year on July 27th until their expiry on July 27, 2018.
**the exercise price of the warrants increases by $4.50 every year on August 7th until their expiry on August 7, 2018.
Agent’s Warrants
The changes in agent’s warrants during the year ended March 31, 2015 (former year end) and nine months ended December 31, 2015 are as follows:
| Nine months ended Dec. 31, 2015 | Year ended March 31, 2015 | ||
| Number of warrants | Weighted average exercise price | Number of warrants | Weighted average exercise price |
Warrants outstanding, beginning of year | 21,527 | $ 3.80 | 21,527 | $ 3.80 |
Warrants expired | (17,000) | (0.38) | - | - |
Warrants outstanding, end of year | 4,527 | $ 22.70 | 21,527 | $ 3.80 |
Warrants exercisable, end of year | 4,527 | $ 22.70 | 21,527 | $ 3.80 |
Details of agent’s warrants outstanding as December 31, 2015 are as follows:
Number of Agent’s Warrants | Exercise Price |
| Expiry Date |
|
|
|
|
3,810 | $22.70 |
| July 27,2018* |
717 | 22.70 |
| August 7, 2018** |
|
|
|
|
4,527 |
|
|
*the exercise price of the warrants increases by $4.50 every year on July 27th until their expiry on July 27, 2018.
**the exercise price of the warrants increases by $4.50 every year on August 7th until their expiry on August 7, 2018.
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Reserve
The reserve records items recognized as share-based compensation expense until such time that the stock options are exercised, at which time the corresponding amount will be transferred to share capital. If the options expire unexercised, the amount remains in the reserves.
10.
Related party transactions
Related party balances
The following amounts due to related parties are included in trade payables and accrued liabilities:
| Dec. 31, 2015 | Dec. 31, 2014 |
Companies controlled by former directors of the Company | $ 224,543 | $ 93,425 |
These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.
The Company accrued management fees of $151,264 to a company controlled by a director of the Company during the year ended December 31, 2015.
The Company did not incur any related party transactions with companies that are controlled by directors, former directors, or key management personnel of the Company during the year ended December 31, 2015.
11.
Financial risk management
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash held in bank accounts. The Company’s cash and cash equivalents are held at large Canadian financial institution in interest bearing accounts. The Company has no investment in asset backed commercial paper. The Company’s secondary exposure to risk is on its other receivables. This risk is minimal as receivables consist primarily of refundable government goods and services sales taxes.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents.
Historically, the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity funding.
Foreign exchange risk
The Company has a trivial balance denominated in a foreign currency and believes it has no significant foreign currency risk.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
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The risk that the Company will realize a loss as a result of a decline in the fair value of the short-term investments included in cash and cash equivalents is minimal.
Classification of financial instruments
Financial assets included in the statement of financial position are as follows:
| Dec. 31, 2015 | Dec. 31, 2014 |
Cash and cash equivalents | $ 5,242 | $ 2,192 |
| $ 5,242 | $ 2,192 |
Financial liabilities included in the statement of financial position are as follows:
| Dec. 31, 2015 | Dec. 31, 2015 |
Non-derivative financial liabilities: |
|
|
Trade payables Note Payable | $ 419,124 400,000 | $ 199,287 - |
Convertible loan | 64,287 | 64,287 |
| $ 883,411 | $ 263,574 |
Fair value
The fair value of the Company’s financial assets and liabilities approximates the carrying amount.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
·
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
·
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
·
Level 3 – Inputs that are not based on observable market data.
The fair value of the Company’s receivables, accounts payable and accrued liabilities, approximate their carrying values. The Company’s other financial instruments, being cash and cash equivalents, are measured at fair value using Level 1 inputs. During the year there were no transfers between levels.
12.
Segmented information
The Company operates in one reportable operating segment, being business development in North America. Up to March 31, 2015, the Company operated in mining exploration and development.
13.
Subsequent Events
The Company evaluated subsequent events through February 15, 2017. As of February 15, 2017, the Company has the following material subsequent events:
On March 18, 2016 the Company approved a reverse split of its common stock with a ratio of one post-split share for every 1,000 shares issued and outstanding on that date, resulting in a reduction of its issued and outstanding common shares from 51,841,769 to 51,842 shares.
On March 11, 2016, the Company completed a non-brokered private placement financing and issued 7,000 common shares in exchange for $7,000 in gross proceeds.
On March 15, 2016 the Company entered into an exclusive rights agreement whereby the Company agreed to issue 100,000,000 shares in exchange for all rights, title, and interest in intellectual property and all associated patents, patents pending, patent applications, copyright and trademarks relating to a drug trade named SPT1000,
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a natural metabolite, which has a strong anti-inflammatory effect in the brain (“Technology”). The Company agreed to provide a minimum of $1,500,000.00 USD on a best efforts basis in development and production funding for the continued and further enhancement, improvement, modification and commercialization of the Technology. The Company also agreed to pay a ten percent (10%) royalty based on total net profits received from the commercial sales of the Technology to a third party.
On June 20, 2016, the Company issued 50,000,000 shares valued at $50,000.00 as consideration towards the Technology as per the exclusive rights agreement.
On August 3, 2016, the Company issued 50,000,000 shares valued at $50,000.00 as consideration towards the Technology as per the exclusive rights agreement.
On September 22, 2016, the Company issued 2,500,000 shares valued at $100,000.00 as consideration towards the $400,000.00 promissory note referenced in Note 5 above. As of September 22, 2016, the remaining balance on the promissory note is $300,000.00
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Prosalutis Holdings Inc. (formerly Greenflag Ventures Inc.)
We have audited the accompanying consolidated financial statements of Prosalutis Holdings Inc. (formerly Greenflag Ventures Inc.) which comprise the statements of financial position as at December 31, 2015, the statement of operations and the statement of changes in equity and cash flows for the year then ended and a summary of significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We are registered with the Canadian Public Accountability Board (Canada) and conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position of Prosalutis Holdings Inc. (formerly Greenflag Ventures Inc.) as at December 31, 2015 and its financial performance, and the statement of operations and its cash flows for the period of the year then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Emphasis of Matter
Without qualifying our opinion, we draw attention to Note 1 in the financial statements which indicates that the Company has limited working capital available for ongoing corporate and administrative operations, no current sources of revenue, and is dependent upon its ability to secure new sources of financing. These conditions, along with other matters as set forth in Note 11 indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.
![[form10k004.gif]](form10k004.gif)
/s/ Scrudato & Co., PA
Califon, New Jersey USA
February 16, 2017
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