Attached files

file filename
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - ONELIFE TECHNOLOGIES CORPf10k043017_ex32z1.htm
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - ONELIFE TECHNOLOGIES CORPf10k043017_ex31z1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

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

 

For the fiscal year ended April 30, 2017

 

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

 

For the transition period from______ to ______

 

Commission file number: 333-198068

 

OneLife Technologies Corp.

(Exact name of registrant as specified in its charter)

 

Nevada

 

N/A

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

 

5005 Newport Dr.

Rolling Meadows, IL

 

60008

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (630) 699-1145

 

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

 

Title of Each Class

 

Name of Each Exchange On Which Registered

N/A

 

N/A

 

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

 

N/A

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes [   ] No [X]

 

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

Yes [   ] No [X]

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] 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. [   ]


1


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

 

Large accelerated filer

[   ]

Accelerated filer

[   ]

 

 

 

 

Non-accelerated filer

[   ] (Do not check if a smaller reporting company)

Smaller reporting company

[X]

 

 

 

 

 

 

Emerging growth company

[X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [   ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [   ]

 

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 the registrant’s most recently completed second fiscal quarter: N/A.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

 

46,367,670 common shares as of August 10, 2017.


2


TABLE OF CONTENTS

 

Contents

 

Page

 

 

 

Item 1.

Business

4

Item 1A.

Risk Factors

6

Item 1B.

Unresolved Staff Comments

6

Item 2.

Properties

6

Item 3.

Legal Proceedings

6

Item 4.

Mine Safety Disclosures

6

Item 5.

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

7

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

10

Item 8.

Financial Statements and Supplementary Data

10

Item9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

12

Item 9a.

Controls and Proceedures

12

Item 9B.

Other Information

13

Item 10.

Directors, Executive Officers and Corporate Governance

13

Item 11.

Executive Compensation

15

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

18

Item 13.

Certain Relationships and Related transactions, and Director Independence

18

Item 14.

Principal Accounting Fees and Services

19

Item 15.

Exhibits, Financial Statement Schedules

19

 

 

 


3


 

Item 1. Business

 

FORWARD LOOKING STATEMENTS

 

This annual report on Form 10-K (the “Annual Report”) contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

 

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs and the risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our audited financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars (US$) and all references to “common shares” refer to the common shares in our capital stock.

 

As used in this Annual report, the terms “we”, “us”, “our” and “our company” mean the Company Inc., unless otherwise indicated.

 

Corporate Background

 

We were incorporated on January 9, 2014 under the laws of the state of Nevada. We have predominately been involved in administrative activities such as marketing, establishing relationships with service providers and establishing our office facilities.

 

We are a company previously in the business of selling and providing services for GPS Tracking Devices. Our previous product, called the AnyTrack GPS was a next generation remote personal locator device used to primarily located and aid in the timely rescue of missing children, the elderly and pets. In addition, our devices were to have additional functionalities, such as keeping track of heart rates, with data being sent remotely and in the future we will add additional functionalities such as keeping track of blood alcohol content, which would be useful for parolees or anyone that has been convicted of a DUI. In addition to selling these devices, we planned to offer monthly services, such as tracking and data collection at a monthly fee. We planned to market our devices to the U.S., Canada and Europe and then extending to Asia.

 

On June 20, 2014, we entered into a supply agreement with Shenzhen Coban Electronics Co., Ltd. for the supply of the GPS tracking devices we plan on marketing as AnyTrack GPS. This is a non-exclusive distribution agreement for the territories of North America, Jamaica, Dominican Republic and Europe. We were required to purchase a total of 100 devices as an initial order and an additional 100 devices in the first year of the agreement in order for the agreement to be extended. The devices carry a manufacturer’s warranty of one year. Our company has purchased 100 devices for its initial order for a total of $3,026. Initially, we planned to re-sell these devices to the public under our AnyTrack brand name. As of January 31, 2017, we have not sold any of these devices yet. We planned on developing proprietary products such as wristbands, watches, or dog collars which will incorporate these devices.

 

On April 21, 2017, Robert J. Wagner acquired control of thirty-five million (35,000,000) shares (the “Purchased Shares”) of the Company’s issued and outstanding common stock, representing approximately 75.5% of the Company’s total issued and outstanding common stock, from Leon Henry in accordance with a stock purchase agreement by and between Mr. Henry and Mr. Wagner (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, Mr. Wagner paid an aggregate purchase price of twenty thousand dollars ($20,000.00) to Mr. Henry in exchange for the Purchased Shares.


4


As a result of the Stock Purchase Agreement, the following changes to the Company's directors and officers occurred:

 

As of April 21, 2017, Leon Henry resigned from all positions with the Company, including but not limited to those of President, Chief Executive Officer, Chief Financial Officer, Treasurer and Sole-Director.

 

As of April 21, 2017, Robert Wagner was appointed as the sole member of the Company’s Board of Directors and as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary.

 

Mr. Henry resigned from all positions with the Company effective as of April 21, 2017, including President, Chief Executive Officer, Chief Financial Officer, Treasurer and Sole-Director. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

On April 21, 2017, Mr. Robert Wagner was appointed as the sole member of the Company’s Board of Directors and as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary.

 

On May 8, 2017, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with One Media Enterprises Limited, a corporation duly formed and existing under the laws of England and Wales (“ONEM”), and the controlling stockholders of ONEM (the “ONEM Shareholders”). Pursuant to the Share Exchange Agreement, the Company will acquire 100% of the issued and outstanding equity of ONEM from the ONEM shareholders (the “ONMEM Shares”) and in exchange the Company shall issue to ONEM an aggregate of Forty Million (40,000,000) shares of post-forward split common stock of OneLife Technologies Corp (“OLMM”) and Five Million (5,000,000) shares of OLMM Series A Preferred (the “OLMM Shares”). As a result of the Share Exchange Agreement, ONEM shall become a wholly owned subsidiary of the Company. The Share Exchange Agreement contains customary representations and warranties. Further, the Share Exchange Agreement contains the following conditions to closing and the closing of the Share Exchange (the “Closing”) shall only occur once the following conditions have been satisfied: (i) Company completes a name change to more accurately reflect the post transaction of the business; (ii) the Company completes a two-for-one (2:1) forward split of its common stock; (iii) the Company increases its authorized shares of common stock from 200,000,000 to 500,000,000; (iv) the Company facilitates the cancellation of 35,000,000 shares of its restricted common stock and such stock is returned to the Company’s treasury; and, (v) ONEM provides the Company with audited financial statements, with such financial statements being prepared by an independent accounting firm registered with the Public Company Accounting Oversight Board (PCAOB) (the “Closing Date”).

 

The Company amended its Articles of Incorporation with the State of Nevada in order to (i) change its name to OneLife Technologies Corp., (ii) effectuate a 2 for 1 forward stock split and (iii) increase the authorized shares of common stock to 500,000,000 (the “Amendment”) on June 1, 2017. The board of directors of the Company approved the Amendments on May 31, 2017. The shareholders of the Company approved of the Amendment by written consent on May 31, 2017. FINRA declared that the forward split and the new name of OneLife Technologies Corp., with the new CUSIP f 68268M105, be effective on June 13, 2017, and the new ticker symbol of “OLMM,” became effective on July 11, 2017.

 

The Company intends to undertake a new business plan in the near future.

 

We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements. We currently do not have any arrangements or commitments in place to complete any private placement financings in an amount sufficient to further our business plan and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us. We are actively seeking additional funding, but have not closed any such funding as of this date.

 

If we are not able to raise $975,000, that we require to implement our new business plan as anticipated, we will scale our business development in line with available capital. Our primary priority will be to retain our reporting status with the SEC which means that we will first ensure that we have sufficient capital to cover our corporate, legal and accounting expenses. We will likely not expend funds on the remainder of our planned activities unless we have the required capital.

 

The address of our principal executive office is 5005 Newport Dr., Rolling Meadows, IL 60008. Our telephone number is 630-699-1145. Our fiscal year end is April 30.

 

Employees

 

Currently, we do not have any employees other than our sole director and officer. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.

 

We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our development programs.


5


Description of Property and Facilities

 

As of the date of this Prospectus, our executive, administrative, and operating offices are located at 5005 Newport Dr., Rolling Meadows, IL 60008. We believe these facilities are adequate for our current needs. The offices are currently provided to us at no cost by our sole director and officer. We believe that our office space and facilities are sufficient to meet our present needs and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to us.

 

Competitive Business Conditions

 

Our competition will develop as we transition into a new business direction

 

Compliance with Government Regulation

 

Once we begin operations, we may be subject to a number of foreign and domestic laws and regulations that could affect companies conducting our business, many of which are still evolving and could be interpreted in ways that could harm our business. 

 

Research and Development Expenditures

 

We have not incurred any research and development expenditures from inception through April 30, 2017.

 

Subsidiaries

 

We do not currently have any subsidiaries.

 

Intellectual Property

 

We do not currently own any intellectual property.

 

LEGAL PROCEEDINGS

 

There are no pending legal proceedings to which the Company is a party or in which any director, officer, or affiliate of the Company, or any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or any other security holder is a party adverse to the Company or has a material interest adverse to the Company. the Company’ property is not the subject of any pending legal proceedings.

 

Item 1A. Risk Factors

 

As an “emerging growth company”, we are not required to provide the information required by this Item.

 

Item 1B. Unresolved Staff Comments

 

As an “emerging growth company”, we are not required to provide the information required by this Item.

 

Item 2. Properties

 

As of April 30, 2017, our offices are located at 5005 Newport Dr., Rolling Meadows, IL 60008. We believe these facilities are adequate for our current needs. The offices are currently provided to us at no cost by our sole director and officer. We believe that our office space and facilities are sufficient to meet our present needs and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to us.

 

Item 3. Legal Proceedings

 

Except as disclosed elsewhere in this Annual Report, we know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

 

Item 4. Mine Safety Disclosures

 

Not applicable.


6


PART II

 

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

 

Our common stock is not traded on any exchange. Our common stock is quoted on OTC Pink under the trading symbol “OLMM”. OTC Pink securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Pink securities transactions are conducted through a telephone and computer network connecting dealers. OTC Pink issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a national or regional stock exchange.

 

We have not had any trades in our common stock since we received our ticker symbol

 

Dividends

 

We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock.

 

Recent Sales of Unregistered Securities; Use of Proceeds From Registered Securities

 

We did not sell any equity securities which were not registered under the Securities Act during the year ended April 30, 2017, that were not otherwise disclosed on our quarterly reports.

 

Equity Compensation Plans

 

As of April 30, 2017, we do not have any equity compensation plans.

 

Convertible Securities

 

As of April 30, 2017, we do not have any outstanding stock options.

 

Compliance with Section 16(A) of the Securities Exchange Act of 1934

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. The Company is not currently subject to Section 16(A) of the Securities Exchange Act of 1934.

 

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended April 30, 2017, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

There were no shares of common stock or other securities issued to the issuer or affiliated purchasers during the year ended April 30, 2017.

 

Item 6. Selected Financial Data

 

As an “emerging growth company” we are not required to provide this information.

 

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

 

Results of Operations

 

The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended April 30, 2016 and 2017.


7


Our operating results for the years ended April 30, 2016 and 2017 are summarized as follows:

 

 

Year Ended

April 30, 2016

 

Year Ended

April 30, 2017 

 

 

 

 

Revenues

$

-

 

$

-

 

Operating expenses

$

(47,044)

 

$

(30,501)

 

Other expense

$

(2,098)

 

$

(1,913)

 

Net loss

$

(49,142)

 

$

(32,414)

 

 

Our net loss for the year ended April 30, 2016 was $49,142 compared to a net loss of $32,414 during the year ended April 30, 2017. The decrease in expenses was primarily attributable to a winding down of our previous business during the year ended April 30, 2017.

 

Liquidity and Capital Resources

 

Working Capital

 

 

 

 

 

 

 

At

 

At

 

 

April 30,

 

April 30,

 

 

2016

 

2017

 

 

 

 

 

 

 

Current Assets

 

$

736

 

$

16,886

Current Liabilities

 

$

56,558

 

$

105,122

Working Capital (Deficit)

 

$

(55,822)

 

$

(88,236)

 

Our current assets as of April 30, 2016 were $736 as compared to current assets of $16,886 as of April 30, 2017. The increase was primarily attributable to cash received from notes payable. As of April 30, 2016, we had a working capital deficit of $55,822 compared to working deficit of $88,236 as of April 30, 2017.

 

Cash Flows

 

 

Year Ended

April 30, 2016

 

Year Ended

April 30, 2017

 

 

 

 

 

 

 

Net Cash Used in Operating Activities

$

(33,270)

 

$

(36,877)

 

Net Cash Provided by Investing Activities

$

-

 

$

-

Net Cash Provided by Financing Activities

$

34,006

 

$

48,027

 

Increase (Decrease) in Cash and Cash Equivalents During the Period

$

736

 

$

11,150

 

 

Operating Activities

 

Cash used in operating activities was $33,270 for the fiscal year ended April 30, 2016 compared to $36,877 for the fiscal year ended April 30, 2017. The increase in cash used in operating activities was primarily due to the reduction in general and administrative costs.

 

Financing Activities

 

Cash provided from financing activities was $34,006 for the fiscal year ended April 30, 2016 compared to $48,027 for the fiscal year ended April 30, 2017. The cash provided during fiscal 2017 and 2016 was entirely from loans.

 

Our cash balance at April 30, 2016 was $736 and at April 30, 2017 was $11,886.

 


8


Going Concern

 

The financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As at April 30, 2017, our company has an accumulated deficit of $129,339. We do not have sufficient working capital to enable us to carry out our plan of operation for the next twelve months.

 

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above in their report on the financial statements for the year ended April 30, 2017, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

 

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

 

Plan of Operation

 

Estimated Expenses For the Next Twelve Months

 

Working Capital

$

250,000

Research and Development

$

525,000

Administrative

$

100,000

Sales and Marketing

$

100,000

 

$

975,000

 

In order to fully carry out our business plan, we need additional financing of approximately $975,000 for the next 12 months. If we are not able to raise any more funds, to develop our business plan, we may not be able to do so, or even keep in compliance with our reporting obligations. In order to improve our liquidity, we intend to pursue additional equity financing from private placement sales of our equity securities or shareholders’ loans. We do not presently have sufficient financing to undertake our planned business activities. Issuances of additional shares will result in dilution to our existing shareholders.

 

We currently do not have any arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.

 

Purchase of Significant Equipment

 

We do not anticipate the purchase or sale of any significant equipment during the next 12 months.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Critical Accounting Policies

 

The financial statements and the related notes of our company are prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars.


9


Use of Estimates

 

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Foreign Currency Translation

 

The Company’s planned operations will be in the United States, Canada, Europe and Asia which results in exposure to market risks from changes in foreign currency exchange rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company's functional currency for all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations.

 

Inventory

 

Inventory is stated at the lower of cost or market. At April 30, 2016, the Company wrote off the inventory balance as no units had been sold.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

As an “emerging growth company” we are not required to provide this information. 

 

Item 8. Financial Statements and Supplementary Data


10


OneLife Technologies Corp.

 

For the Years Ended April 30, 2017 and 2016

 

                  Index

Report of Independent Registered Public Accounting Firm

F-1

 

 

Balance Sheets

F-2

 

 

Statement of Operations

F-3

 

 

Statement of Stockholders’ Deficit

F-4

 

 

Statements of Cash Flows

F-5

 

 

Notes to the Financial Statements

F-6


11


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors

OneLife Technologies Corp.

Rolling Meadows, Illinois

 

We have audited the accompanying balance sheets of OneLife Technologies Corp. as of April 30, 2017 and 2016, and the related statements of operations, stockholders’ deficit and cash flows for each of the years then ended. OneLife Technologies Corp.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of OneLife Technologies Corp. as of April 30, 2017 and 2016, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that OneLife Technologies Corp. will continue as a going concern. As discussed in Note 1 to the financial statements, OneLife Technologies Corp. has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ GBH CPAs, PC

 

GBH CPAs, PC

www.gbhcpas.com

Houston, Texas

August 15, 2017


F-1



OneLife Technologies Corp.

Balance Sheets

 

 

 

April 30,

2017

 

April 30,

2016

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

11,886

$

736

Accounts receivable – related party

 

5,000

 

 

 

 

 

 

Total Assets

$

16,886

$

736

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

$

23.370

$

21,302

Loans payable

 

81,752

 

33,725

Due to related party

 

 

1,531

 

 

 

 

 

Total Liabilities

 

105,122

 

56,558

 

 

 

 

 

Contingencies and Commitments

Stockholders’ Deficit

 

 

 

 

 

 

 

 

 

Preferred stock, 100,000,000 shares authorized, $0.00001 par value;

no shares issued and outstanding

 

 

Common stock, 200,000,000 shares authorized, $0.00001 par value;

46,367,670 shares issued and outstanding

 

464

 

464

Additional paid-in capital

 

40,639

 

40,639

Accumulated deficit

 

(129,339)

 

(96,925)

Total Stockholders’ Deficit

 

(88,236)

 

(55,822)

 

 

 

 

 

Total Liabilities and Stockholders’ Deficit

$

16,886

$

736

 

 

 

 

 

 

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


F-2



OneLife Technologies Corp.

Statements of Operations

 

 

 

For the

 

For the

 

 

Year

 

Year

 

 

Ended

 

Ended

 

 

April 30, 2017

 

April 30, 2016

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

General and administrative expenses

$

30,501

$

44,018

Inventory write-off

 

 

3,026

 

 

 

 

 

Total Operating Expenses

 

(30,501)

 

(47,044)

 

 

 

 

 

Other income (expenses)

 

 

 

 

 

 

 

 

 

Gain on forgiveness of debt

 

1,531

 

Interest expense

 

(3,444)

 

(1,226)

Foreign exchange loss

 

 

(872)

 

 

 

 

 

Total other income (expenses)

 

(1,913)

 

(2,098)

 

 

 

 

 

Net Loss

$

(32,414)

$

(49,142)

 

 

 

 

 

Loss Per Common Share – Basic and Diluted

$

(0.00)

$

(0.00)

 

 

 

 

 

Weighted Average Common Shares Outstanding – Basic and Diluted

 

46,367,670

 

46,367,670

 

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


F-3



OneLife Technologies Corp.

Statements of Stockholders’ Deficit

For the Years Ended April 30, 2017 and 2016

 

 

 

 

 

 

Additional

 

 

 

 

 

Common Stock

 

Paid-in

 

Accumulated

 

 

 

Shares

 

Amount

 

Capital

 

Deficit

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – April 30, 2015

46,367,670

$

464

$

40,639

$

(47,783)

$

(6,680)

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

(49,142)

 

(49,142)

 

 

 

 

 

 

 

 

 

 

Balance – April 30, 2016

46,367,670

$

464

$

40,639

$

(96,925)

$

(55,822)

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

(32,414)

 

(32,414)

 

 

 

 

 

 

 

 

 

 

Balance – April 30, 2017

46,367,670

$

464

$

40,639

$

(129,339)

$

(88,236)

 

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


F-4



OneLife Technologies Corp.

Statements of Cash Flows

 

 

 

For the

 

For the

 

 

Year

 

Year

 

 

Ended

 

Ended

 

 

April 30, 2017

 

April 30, 2016

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

Net loss

$

(32,414)

$

(49,142)

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

 

 

 

 

Gain on forgiveness of debt

 

(1,531)

 

-

Inventory write down

 

-

 

3,026

Changes in operating assets and liabilities:

 

 

 

 

Prepaid expense

 

-

 

218

Accounts payable and accrued liabilities

 

2,068

 

12,628

Accounts receivable – related party

 

(5,000)

 

-

 

 

 

 

 

Net Cash Used in Operating Activities

 

(36,877)

 

(33,270)

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

Advances from related party

 

-

 

1,531

Proceeds from loans payable

 

48,027

 

32,475

 

 

 

 

 

Net Cash Provided by Financing Activities

 

48,027

 

34,006

 

 

 

 

 

Increase in Cash

 

11,150

 

736

 

 

 

 

 

Cash - Beginning of Year

 

736

 

-

 

 

 

 

 

Cash - End of Year

$

11,886

$

736

 

 

 

 

 

 

 

 

 

 

Supplementary Information:

 

 

 

 

 

 

 

 

 

Interest paid

$

-

$

-

Income taxes paid

$

-

$

-

 

 

 

 

 

 

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


F-5



OneLife Technologies Corp.

Notes to the Financial Statements

 

1. Nature of Business and Continuance of Operations 

 

Oculus Inc. (the “Company”) was incorporated in the State of Nevada on January 9, 2014. The Company is in the business of selling and providing services for GPS Tracking Devices which will be marketed in the United States, Canada and Europe.

 

These financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at April 30, 2017, the Company has incurred losses totaling $129,339 since inception, and has not yet generated any revenue from operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management is currently pursuing a business strategy which includes raising the necessary funds to finance the Company’s business activities and administrative expenses.

 

2. Summary of Significant Accounting Policies 

 

a)Basis of Presentation 

 

These financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year end is April 30.

 

b) Use of Estimates 

 

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

c) Foreign Currency Translation 

 

The Company’s planned operations will be in the United States, Canada, Europe and Asia which results in exposure to market risks from changes in foreign currency exchange rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company's functional currency for all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations.

 

d) Cash and Cash Equivalents 

 

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

 

e) Inventory 

 

Inventory is stated at the lower of cost or market. At April 30, 2016, the Company wrote off the inventory balance as no units had been sold.


F-6



f) Income Taxes 

 

Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

g) Revenue Recognition 

 

Sales will be recorded when products are shipped or services are provided to customers. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. No provision for discounts or rebates to customers, estimated returns and allowances or other adjustments have been recognized since inception. The Company has not made any sales as at April 30, 2017.

 

h) Financial Instruments 

 

The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

 

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; 

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and 

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. 

 

i) Earnings (Loss) Per Common Share (“EPS) 

 

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. At April 30, 2017, the Company has no potentially dilutive securities outstanding.

 

j) Stock-Based Compensation 

 

Compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. ASC 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. The Company did not grant any stock options during the year ended April 30, 2017.

 

k) Recent Accounting Pronouncements 

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

l) Subsequent Events 

 

The Company evaluates subsequent events through the date when financial statements are issued for disclosure consideration.


F-7



3. Loans Payable 

 

a)On March 15, 2015, the Company entered into a loan agreement in which the note holder agreed to provide a loan to the Company in the principal amount of up to $25,000. The loan is unsecured, bears interest at 7.5% per annum and payable on April 15, 2016. On April 15, 2016, the loan was amended to increase the principal amount to up to $45,000 and extend the payable date to October 31, 2016. On October 31, 2016, the loan was amended to increase the principal amount to up to $60,000 and extend the payable date to March 31, 2017. On March 30, 2017, the loan was amended to increase the principal amount to up to $90,000 and extend the payable date to December 31, 2017. As at April 30, 2017, the note holder has provided $56,157 as of April 30, 2016, $33,725 to the Company pursuant to the loan agreement. As at April 30, 2017, the Company recorded $4,543 and as of April 30, 2016, $1,151 of interest payable. 

 

b)On March 15, 2017, the Company entered into a loan agreement in which the note holder agreed to provide a loan to the Company in the principal amount of up to $75,000. The loan is unsecured, bears interest at 8.5% per annum and payable on December 31, 2017. As at April 30, 2017, the note holder has provided $5,595 and as of April 30, 2016, $0 to the Company pursuant to the loan agreement. As at April 30, 2017, the Company recorded $52 and as of April 30, 2016, $0 of interest payable. 

 

c) On April 24, 2017, the Company entered into a loan agreement in which the note holder agreed to provide a loan to the Company in the principal amount of up to $20,000. The loan is unsecured, bears no interest and is due on demand. As of April 30, 2017 the note holder has provided $20,000 and as of April 30, 2016 $0. 

 

4. Due to Related Party 

 

As at April 30, 2016, the Company owed the former President of the Company $1,531 for general and administrative expenditures paid on behalf of the Company. The amount owed was unsecured, non-interest bearing, and had no specified repayment terms. On April 21, 2017, the former President of the Company forgave the loan totaling $1,531 and the Company recorded a gain on forgiveness of debt.

 

5. Income Taxes 

 

The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The reconciliation of the provision for income taxes at the United States federal and state statutory rate compared to the Company’s income tax expense as reported is as follows:

 

 

 

2017

 

2016

 

 

 

 

 

Income tax benefit computed at the statutory rate

$

11,345

$

17,200

Change in valuation allowance

 

(11,345)

 

(17,200)

 

 

 

 

 

Provision for income taxes

$

$

 

Significant components of the Company’s deferred tax assets and liabilities after applying enacted corporate income tax rates, are as follows:

 

 

 

2017

 

2016

 

 

 

 

 

Deferred income tax assets

 

 

 

 

Net operating losses

$

45,269

$

33,924

Valuation allowance

 

(45,269)

 

(33,924)

 

 

 

 

 

Net deferred income tax assets

$

$

 

The Company has net operating loss carryforwards of approximately $129,000 subject to limitation for change of control which expire commencing in 2034.


F-8



6. Stockholders’ Equity 

 

The Company’s authorized capital consisted of 200,000,000 shares of common stock with a par value of $0.00001 per share and 100,000,000 shares of preferred stock with a par value of $0.00001 per share.

 

There were no share transactions during the years ended April 30, 2017 and 2016.

 

7. Subsequent Event 

 

On May 8, 2017, the “Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with One Media Enterprises Limited (“ONEM”), a corporation duly formed and existing under the laws of England and Wales. Pursuant to the Share Exchange Agreement, the Company will acquire 100% of the issued and outstanding equity of ONEM and in exchange the Company shall issue to the shareholders of ONEM an aggregate of 40,000,000 shares of postforward split common stock of the Company and 5,000,000 shares of the Company’s Series A preferred stock. As a result of the Share Exchange Agreement, ONEM shall become a wholly owned subsidiary of the Company. The Share Exchange Agreement contains the following conditions to closing and the closing shall only occur once the following conditions have been satisfied: (i) the Company completes a name change to more accurately reflect the post transaction of the business; (ii) the Company completes a two-for-one (2:1) forward split of its common stock; (iii) the Company increases its authorized shares of common stock from 200,000,000 to 500,000,000; (iv) the Company facilitates the cancellation of 35,000,000 shares of its restricted common stock and such stock is returned to the Company’s treasury; and, (v) ONEM provides the Company with audited financial statements, with such financial statements being prepared by an independent accounting firm registered with the Public Company Accounting Oversight Board (PCAOB). The Company is in the process of completing the transactions.


F-9



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

 

There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.

 

Item 9A. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our SEC reports is accumulated and communicated to our management, including our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

 

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 such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the company.

 

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) 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.

 

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

 

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

 

Under the supervision and with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of April 30, 2017, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.

 

Management assessed the effectiveness of our company’s internal control over financial reporting as of evaluation date and identified the following material weaknesses:

 

 

Lack of proper segregation of duties due to limited personnel;

 

 

 

Lack of a formal review process that includes multiple levels of review from adequate personnel with requisite expertise.

 

We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.


12



Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist our company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.

 

Management, including our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

 

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

 

Changes in Internal Controls Over Financial Reporting

 

There have been no changes in our internal controls over financial reporting that occurred during the year ended April 30, 2017 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

Item 9B. Other Information

 

None.

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

The following individuals serve as the directors and executive officers of our company as of the date of this Annual Report. All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

 

Name

Age

Position Held

with the Company

Robert Wagner

46

President,

Chief Executive Officer,

Chief Financial Officer,

Treasurer and Director

 

Business Experience

 

The following is a brief account of the education and business experience during at least the past five years of our director and executive officer, indicating his principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

 

ROBERT WAGNER: Founder, Director, CEO of One Media Enterprises Limited from 2012-Present. As the founder of the Company, Mr. Wagner has been responsible for all aspects of business startup; including, facilitated manufacturing relationships in China for product production and quality control; Developed partnerships with global product and support companies; Established relationships with distribution outlets to confirm product sales viability and pricing strategies; Created strategic partnerships with other product companies to strengthen company’s product offering to its target industries. Chief Operating Officer, Director from 2008-2011 of We-R-You Corporation (formerly Textechnologies, Inc.) We-R-You was a next generation secure and private social networking portal converged with online photo and video albums, a music library, a personal, private and secure remote hard drive ("cloud drive"), integrated SMS, IM, Email and VoIP, significant security enhancements above using the "public internet" and many more productivity tools. Responsible for designing the architecture for an acquisition of the We-R-You social networking technologies. Created and implemented the convergence plan between iMAN’s mobile technologies and We-R-You’s social network technologies resulting in a new product focus for the Company. Developed the revenue model for both the mobile and social networking technologies. Successfully targeted, approached and launched beta customers for both the Company’s mobile and social networking technologies. Facilitated the communication between IT, marketing, sales and Corporate to create a dynamic product launch for a Global Tradeshow for the Company’s new product offering. EDUCATION a B.S., Business Operations, Magna Cum Laude, DeVry Institute of Technology, Lombard, IL 1992. National Dean’s List and President’s List.


13



Conflicts of Interest

 

We believe that our directors who are also officers may be subject to conflicts of interest. The conflicts of interest arise from a conflict of duties and also being unable to devote full time to our operations. No policy has been implemented or will be implemented to address conflicts of interest.

 

Involvement in Certain Legal Proceedings

 

To the best of our knowledge, none of our directors or executive officers has, during the period from January 9, 2014 to April 30, 2017:

 

1.

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

2.

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

3.

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

4.

been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

5.

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

6.

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Code of Ethics

 

We have not yet a Code of Business Conduct and Ethics. Once we do, we will file a copy of it as an exhibit to a Current Report on Form 8-K.

 

Committees of the Board

 

All proceedings of our board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the state of Nevada and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

 

Our audit committee consists of our entire board of directors.

 

Our company currently does not have nominating, compensation committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by our directors.

 

Our company does not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The directors believe that, given the early stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. Our directors assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.


14



A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our president, at the address appearing on the first page of this annual report.

 

Audit Committee and Audit Committee Financial Expert

 

Our board of directors has determined that it does not have a member of our audit committee that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

 

We believe that the members of our board of directors, who act as our audit committee in fulfilling that function, are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

 

Item 11. Executive Compensation

 

The particulars of the compensation paid to the following persons:

 

(a)

our principal executive officer;

(b)

our principal financial officer;

(c)

each of our three most highly compensated executive officers who were serving as executive officers at the end of the years ended April 30, 2017 and 2016; and

(d)

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended April 30, 2017 and 2016.

 

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:


15



SUMMARY COMPENSATION TABLE

Name and

Principal Position

 

Year

 

Salary

 

Bonus

 

Stock

Awards

 

Option

Awards

 

Non-

Equity

Incentive

Plan

Compensation

 

Change in

Pension

Value

and

Non-qualified

Deferred

Compensation

Earnings

 

All Other

Compensation

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leon Henry(1),

 

2016

 

Nil

 

Nil

 

Nil

 

Nil

 

Nil

 

Nil

 

Nil

 

Nil

Director and President, Secretary and Treasurer,

 

2017

 

Nil

 

Nil

 

Nil

 

Nil

 

Nil

 

Nil

 

Nil

 

Nil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Robert Wagner(2)

Director and President, Secretary and Treasurer,

 

 

2017

 

 

Nil

 

 

Nil

 

 

Nil

 

 

Nil

 

 

Nil

 

 

Nil

 

 

Nil

 

 

Nil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Mr. Henry resigned from all positions with the Company effective as of April 21, 2017.

(2) Mr. Wagner was appointed to all positions with the Company effective as of April 21, 2017.


16



Long-Term Incentive Plan Awards

 

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

 

Compensation of Directors

 

Our directors do not receive any compensation for serving on the board of directors.

 

We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

 

Stock Option Plans

 

During our fiscal year ended April 30, 2017, we did not institute any stock option plans.

 

Stock Options/SAR Grants

 

During our fiscal year ended April 30, 2017, there were no options granted to our named officers or directors.

 

Outstanding Equity Awards at Fiscal Year End

 

No equity awards were outstanding as of the year ended April 30, 2017.

 

Pension, Retirement or Similar Benefit Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

 

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

 

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

 

Indemnification

 

Under our Bylaws, we may indemnify our officers or directors who are made a party to any proceeding, including a lawsuit, because of their position, if they acted in good faith and in a manner they reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that our officers or directors are successful on the merits in a proceeding as to which they are to be indemnified, we must indemnify them against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officers or directors are judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

 

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the SEC, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

 


17



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

 

The following table sets forth, as of August 15, 2016, the total number of shares owned beneficially by each of our directors, named executive officers, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

 

Name and Address of Beneficial Owner

Amount and Nature of

Beneficial Ownership

Percentage

of Class%(1)

Robert Wagner

5005 Newport Dr., Rolling Meadows, IL 60008

35,000,000

75.5%

Directors and Executive Officers as a Group(1)

35,000,000

75.5%

All 5%+ Shareholders as a Group: None

-

-

 

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on August 1, 2017. As of August 1, 2017 there were 46,367,670 shares of our company’s common stock issued and outstanding.

 

Changes in Control

 

We do not currently have any arrangements which if consummated may result in a change of control of our company.

 

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

 

On January 9, 2014, 35,000,000 shares of common stock were issued to Mr. Henry, our previous sole director and officer at $0.0002 per share for proceeds of $7,000.

 

Promoters and Certain Control Persons

 

Other than the directors and officers of our company, we have no promoters.

 

Corporate Governance

 

We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have a standing audit, compensation or nominating committee because we believe that the functions of such committees can be adequately performed by the board of directors. Additionally, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

 

Director Independence

 

We currently do not have any independent directors, as the term “independent” is defined by the rules of the NASDAQ Stock Market.


18



Item 14. Principal Accounting Fees and Services

 

The aggregate fees billed for the most recently completed fiscal years ended April 30, 2017 and 201 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 

 

 

Year Ended

 

 

April 30,

2016 

 

April 30,

2017

 

 

 

 

 

Audit Fees

 $

10,000

11,000

Audit Related Fees

 

-

 

-

Tax Fees

 

-

 

-

All Other Fees

 

-

 

-

Total

 $

10,000

$

11,000

 

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

 

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

 

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

 

Exhibit

Number

 

Exhibit Description

 

 

 

3.1

 

Articles of Incorporation of the Company Inc. (incorporated by reference to our Registration Statement on Form S-1 filed on August 12, 2014)

 

 

 

3.2

 

Bylaws of the Company Inc. (incorporated by reference to our Registration Statement on Form S-1 filed on August 12, 2014)

 

 

 

31.1

 

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

 

 

 

32.1

 

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer

 

 

 

101.INS

 

XBRL Instance Document

101.SCH

 

XBRL Taxonomy Extension Schema Document

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document


19



SIGNATURES

 

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

 

 

ONELIFE TECHNOLOGIES CORP.

 

(Registrant)

 

 

 

 

Dated: August 15, 2017

/s/ Robert Wagner

 

Robert Wagner

 

President, Chief Executive Officer, Chief Financial Officer and Director

(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Dated: August 15, 2017

 

 

 

 

/s/ Robert Wagner

 

Robert Wagner

 

President, Chief Executive Officer, Chief Financial Officer and Director

(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)


20