(Mark One)
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2012
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to ______________
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000-54252
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(Commission File Number)
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AQUASIL INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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N/A
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(I.R.S. Employer Identification No.)
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952 N. Western Ave., Los Angeles, CA
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90029
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(Address of principal executive offices)
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(Zip Code)
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(888) 744-7090
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(Registrant’s telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report)
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Yes [X] No [ ]
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Yes [ X ] No [ ]
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Yes [ ] No [X]
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Yes [ ] No [ ]
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191,498,349 common shares outstanding as of May 17, 2012
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(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)
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Page
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PART I – FINANCIAL INFORMATION
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Item 1.
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Consolidated Financial Statements
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4 |
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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12 |
Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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14 |
Item 4.
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Controls and Procedures
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14 |
PART II – OTHER INFORMATION
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Item 1.
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Legal Proceedings
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15 |
Item 1A.
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Risk Factors
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15 |
Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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15 |
Item 3.
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Defaults Upon Senior Securities
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16 |
Item 4.
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Mine Safety Disclosures
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16 |
Item 5.
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Other Information
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16 |
Item 6.
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Exhibits
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17 |
SIGNATURES
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18 |
Page
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Consolidated Financial Statements
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Consolidated Balance Sheets
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5 |
Consolidated Statements of Operations
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6 |
Consolidated Statements of Cash Flows
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7 |
Notes to Consolidated Financial Statements
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8 to 11 |
March 31, 2012
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December 31, 2011
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|||||||
ASSETS | ||||||||
Current
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||||||||
Cash
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$ | - | $ | - | ||||
Total Current Assets
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- | - | ||||||
Intangibles, net
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137,667 | - | ||||||
Total Assets
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$ | 137,667 | $ | - | ||||
LIABILITIES
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||||||||
Current
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||||||||
Accounts payable and accrued liabilities
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247,497 | 238,977 | ||||||
Short term notes
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54,412 | 54,412 | ||||||
Advances from stockholders
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250,463 | 250,463 | ||||||
Total Current Liabilities
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552,372 | 543,852 | ||||||
STOCKHOLDERS’ DEFICIT
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||||||||
Preferred stock, $0.0001 par value, non-voting, 20,000,000 authorized, none issued and outstanding
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- | - | ||||||
Common stock, $0.0001 par value, voting, 500,000,000 authorized, 191,498,349 and 149,498,349 issued and outstanding as at March 31, 2012 and December 31, 2011 respectively
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19,150 | 14,950 | ||||||
Additional Paid-in Capital
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1,081,800 | 693,000 | ||||||
Deficit accumulated during the development stage
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(1,515,655 | ) | (1,251,802 | ) | ||||
Total Stockholders’ Deficit
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(414,705 | ) | (543,852 | ) | ||||
Total Liabilities and Stockholders’ Deficit
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$ | 137,667 | $ | - |
Inception
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Three Months Ended
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(September 21, 2010)
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March 31,
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Through
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2012
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2011
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March 31, 2012
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||||||||||
Revenue
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$ | - | $ | - | $ | - | ||||||
Operating Expenses
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Professional fees
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3,717 | 164,178 | 213,154 | |||||||||
Amortization
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2,333 | - | 2,333 | |||||||||
Stock-based compensation
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250,000 | - | 250,000 | |||||||||
General and administrative expenses
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6,718 | 9,543 | 26,829 | |||||||||
Total operating expenses
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262,768 | 173,721 | 492,316 | |||||||||
Operating loss
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(262,768 | ) | (173,721 | ) | (492,316 | ) | ||||||
Other Income (expense)
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Interest expense
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(1,085 | ) | - | (2,372 | ) | |||||||
Net loss and comprehensive loss
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$ | (263,853 | ) | $ | (173,721 | ) | $ | (494,688 | ) | |||
Basic and diluted loss per share
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted average number of shares outstanding
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151,344,503 | 123,053,619 |
Inception
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||||||||||||
Three Months Ended
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(September 21, 2010)
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March 31,
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Through
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2012
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2011
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March 31, 2012
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Cash flows from operating activities
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Net loss
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$ | (263,853 | ) | $ | (173,721 | ) | $ | (494,688 | ) | |||
Adjustment to reconcile net loss to cash used in operations:
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Stock-based compensation
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250,000 | - | 250,000 | |||||||||
Amortization
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2,333 | - | 2,333 | |||||||||
Accrued interest
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1,085 | - | 2,372 | |||||||||
Change in operating assets and liabilities:
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Accounts payable and accrued liabilities
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10,435 | 153,146 | 146,965 | |||||||||
Net cash used in operating activities
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- | (20,575 | ) | (93,018 | ) | |||||||
Cash flows from financing activities
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Acquisition of AquaSil Inc.
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- | - | 1,000 | |||||||||
Proceeds from short term notes
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- | - | 54,412 | |||||||||
Advances from stockholders
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- | 20,160 | 37,606 | |||||||||
Net cash provided by financing activities
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- | 20,160 | 93,018 | |||||||||
Decrease in cash during the period
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- | (415 | ) | - | ||||||||
Cash, beginning of period
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- | 865 | - | |||||||||
Cash, end of period
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$ | - | $ | 450 | $ | - | ||||||
Supplemental disclosure of cash flow information:
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Interest
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$ | - | $ | - | $ | - | ||||||
Income taxes
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$ | - | $ | - | $ | - | ||||||
Non-cash transactions:
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Common stock issued for settlement of advances from stockholders
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$ | - | $ | - | $ | 700,000 | ||||||
Common stock issued to purchase intellectual property
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140,000 | - | 140,000 | |||||||||
Common stock issued for stock-based compensation
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250,000 | - | 250,000 | |||||||||
$ | 390,000 | $ | - | $ | 1,090,000 |
Number
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Description
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3.1
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Articles of Incorporation
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Incorporated by reference to the Exhibits filed with the Form SB-2 filed with the SEC on December 15, 2007
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3.1(i)
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Amendment to Articles of Incorporation
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Incorporated by reference to the Exhibits filed with the Form 8-K filed with the SEC on November 13, 2008
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3.1(ii)
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Amendment to Articles of Incorporation
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Incorporated by reference to the Exhibits filed with the Form 8-K filed with the SEC on February 3, 2011
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3.1(iii)
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Amendment to Articles of Incorporation
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Incorporated by reference to the Exhibits filed with the Form 8-K filed with the SEC on February 18, 2011
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3.2
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Bylaws
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Incorporated by reference to the Exhibits filed with the Form SB-2 filed with the SEC on December 15, 2007
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10.1
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Stock Exchange Agreement between the Company, AquaSil, Inc. and Ilya Khasidov dated December 30, 2010
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Incorporated by reference to the Exhibits attached to the Company's Form 8-K filed with the SEC on January 3, 2011
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10.2
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Acquisition Agreement between Aquasil International Inc. and Oveldi Canada Ltd.
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Incorporated by reference to the Exhibits attached to the Company's Form 8-K filed with the SEC on February 2, 2012
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31.1
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Section 302 Certification - Principal Executive Officer
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Filed herewith
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31.2
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Section 302 Certification - Principal Financial Officer
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Filed herewith
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32.1
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Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Filed herewith
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AQUASIL INTERNATIONAL INC.
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Date:
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June 18, 2012
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By:
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/s/ Robert Baker
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Name:
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Robert Baker
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Title:
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Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer, Director (Principal Executive and Principal Financial and Accounting Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: June 18, 2012
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By:
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/s/ Robert Baker
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Name:
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Robert Baker
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Title:
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President, Chief Executive Officer (Principal Executive Officer), and Chief Financial Officer (Principal Accounting Officer)
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Intangibles
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3 Months Ended |
---|---|
Mar. 31, 2012
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Notes to Financial Statements | |
Intellectual Property |
4. INTANGIBLES
On February 1, 2012, the Company entered into an acquisition agreement (the “Agreement”) with Oveldi Canada Ltd., a Canadian Corporation (“OVE”) whereby the Corporation acquired the rights to certain intellectual property for a proprietary software application called EviCAT©. In accordance with the terms and provisions of the Agreement, the Corporation acquired the rights to the intellectual property from OVE in exchange for the issuance of 14,000,000 shares of the Corporation’s restricted common stock. The shares of common stock were issued on February 27, 2012, and the transaction was valued at the fair market value of the Company’s common stock on the date of issuance of $0.01 per share, totaling $140,000. The software application has been identified as an intangible asset, with a useful life of five years. At the present time the Company is evaluating applications for the licensing of EviCAT© to third party users.
During the three month period ended March 31, 2012, amortization of purchased intangible assets included in operating expenses was $2,333 compared to NIL in the same period of fiscal 2011. |
Summary of Significant Accounting Policies
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3 Months Ended |
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Mar. 31, 2012
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Notes to Financial Statements | |
Summary of Significant Accounting Policies |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Stock-Based Compensation
The Company follows the guidance included in ASC 718 Compensation-Stock Compensation (“ASC 718”) using the modified prospective transition method. The Company recognizes compensation expense in the financial statements for share-based awards based on the grant date fair value of those awards.
Intangible Assets
Acquired intangible assets are recognized at cost and are classified as assets with finite useful lives. The Company amortizes the intangible assets with five years using the straight-line method over the estimated economic lives of the assets.
Recent Accounting Pronouncements
There have been no significant developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on our consolidated financial statements, from those disclosed in our 2011 Annual Report on Form 10-K. |
Consolidated Balance Sheets (Unaudited) (USD $)
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Mar. 31, 2012
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Dec. 31, 2011
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---|---|---|
Current | ||
Cash | $ 0 | $ 0 |
Total Current Assets | 0 | 0 |
Intangibles, net | 137,667 | 0 |
Total Assets | 137,667 | 0 |
Current | ||
Accounts payable and accrued liabilities | 247,497 | 238,977 |
Short term notes | 54,412 | 54,412 |
Advances from stockholders | 250,463 | 250,463 |
Total Current Liabilities | 552,372 | 543,852 |
STOCKHOLDERS DEFICIT | ||
Preferred stock, $0.0001 par value, non-voting, 20,000,000 authorized, none issued and outstanding | ||
Common stock, $0.0001 par value, voting, 500,000,000 authorized, 191,498,349 and 149,498,349 issued and outstanding as at March 31, 2012 and December 31, 2011 respectively | 19,150 | 14,950 |
Additional Paid-in Capital | 1,081,800 | 693,000 |
Deficit accumulated during the development stage | (1,515,655) | (1,251,802) |
Total Stockholders Deficit | (414,705) | (543,852) |
Total Liabilities and Stockholders Deficit | $ 137,667 | $ 0 |
Organization, Nature of Operations and Basis of Presentation
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3 Months Ended |
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Mar. 31, 2012
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Notes to Financial Statements | |
Organization, Nature of Operations and Basis of Presentation |
1. ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Organization and Nature of Operations
Gray Creek Mining, Inc. was incorporated on December 10, 2006 under the laws of the State of Nevada. A Certificate of Amendment was filed with the Nevada Secretary of State, on November 7, 2008, changing the Company’s name to BWI Holdings, Inc. A Certificate of Amendment was filed with the Nevada Secretary of State, on January 27, 2011, changing the Company’s name to Aquasil International Inc. (the “Company”).
On December 30, 2010, the Company entered into a stock exchange agreement (the “Stock Exchange Agreement”) with AquaSil, Inc., a New York corporation (“AquaSil”) and the sole stockholder of AquaSil. In accordance with the Stock Exchange Agreement, the Company acquired 100% of the total issued and outstanding shares of common stock of AquaSil in exchange for the issuance of an aggregate 70,000,000 shares of the Company’s common stock to the sole stockholder of AquaSil. As a result of this transaction, AquaSil became a wholly-owned subsidiary of the Company.
The Company’s wholly owned subsidiary, AquaSil, was incorporated in the State of New York on September 21, 2010 to engage in the business of selling various water and soft drink products. On March 31, 2012, the Company divested itself of this wholly-owned subsidiary and determined not to continue in the water business. The divesture occurred by way of a return of the shares of the subsidiary, AquaSil to the former shareholder, Ilia Khasidov. The Company has consolidated AquaSil up to March 31, 2012. As of April 1, 2012, the Company will deconsolidate the investment in AquaSil.
On February 1, 2012, the Company entered into an acquisition agreement (the “Agreement”) with Oveldi Canada Ltd., a Canadian Corporation (“OVE”) whereby the Corporation acquired the rights to certain intellectual property for a proprietary software application called EviCAT©. In accordance with the terms and provisions of the Agreement, the Corporation acquired the rights to the intellectual property from OVE in exchange for the issuance of 14,000,000 shares of the Corporation’s restricted common stock.
Basis of Presentation
The Company is in the development stage and has no revenues. A development stage company is one in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have commenced, revenues are insignificant.
These consolidated financial statements include the accounts of Aquasil International Inc. and its wholly owned subsidiary, AquaSil for the three month period ended March 31, 2012 and for the period from inception of AquaSil (September 21, 2010) to March 31, 2012. All significant intercompany balances and transactions have been eliminated upon consolidation.
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three month period ended March 31, 2012, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2012. For further information refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. |
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Going Concern
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3 Months Ended |
---|---|
Mar. 31, 2012
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|
Notes to Financial Statements | |
Going Concern |
2. GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company is a development stage company and is dependent on raising capital to commence principal operations. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern.
Management believes the Company’s ability to continue as a going concern is dependent on its ability to raise capital. At present, the Company has no commitments for any additional financing. Management is currently seeking financing through a possible offering of common stock, which will be used to finance operations. Until such financing is obtained, it is the intent of stockholders to provide funds for professional fees related to maintaining the Company’s public reporting status.
The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Consolidated Balance Sheets (Parenthetical) (USD $)
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Mar. 31, 2012
|
Dec. 31, 2011
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---|---|---|
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 191,498,349 | 149,498,349 |
Document and Entity Information
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3 Months Ended | |
---|---|---|
Mar. 31, 2012
|
May 17, 2012
|
|
Document And Entity Information | ||
Entity Registrant Name | Aquasil International Inc. | |
Entity Central Index Key | 0001405260 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2012 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 191,498,349 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2012 |
Consolidated Statements of Operations (Unaudited) (USD $)
|
3 Months Ended | 18 Months Ended | |
---|---|---|---|
Mar. 31, 2012
|
Mar. 31, 2011
|
Mar. 31, 2012
|
|
Income Statement [Abstract] | |||
Revenue | |||
Operating Expenses | |||
Professional fees | 3,717 | 164,178 | 213,154 |
Share based compensation, management fees | 250,000 | 250,000 | |
Amortization | 2,333 | 2,333 | |
General and administrative expenses | 6,718 | 9,543 | 26,829 |
Total operating expenses | 262,768 | 173,721 | 492,316 |
Operating loss | (262,768) | (173,721) | (492,316) |
Other Income (expense) | |||
Interest expense | (1,085) | (2,372) | |
Net loss and comprehensive loss | $ (263,853) | $ (173,721) | $ (494,688) |
Basic and diluted loss per share | $ 0.00 | $ 0.00 | |
Weighted average number of shares outstanding | 151,344,503 | 123,053,619 |
Short Term Loan
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Notes to Financial Statements | |
Short Term Loan |
7. SHORT TERM NOTES
As of March 31, 2012, the Company owed $54,412 (December 31, 2011 – $54,412) of short term notes. The amounts owing are unsecured, bear interest at 8% per annum, and are due on demand. During the three month period ended March 31, 2012, the Company recorded an interest expense of $1,085, which amount is included with accounts payable and accrued liabilities on the consolidated balance sheets. |
Advances from Stockholders
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Notes to Financial Statements | |
Advances from Stockholders |
6. ADVANCES FROM STOCKHOLDERS
On February 3, 2011, the Company issued 70,000,000 shares of common stock in settlement of $700,000 of advances from principal stockholders.
The amount of $250,463 at March 31, 2012 (December 31, 2011 - $250,463) consisted of amounts owed to the principal stockholders of the Company for amounts advanced to fund business operations. The amounts are unsecured, non-interest bearing and due on demand. |
Subsequent Events
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3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Notes to Financial Statements | |
Subsequent Events |
10. SUBSEQUENT EVENTS
On May 22, 2012, the shareholders holding a majority of the voting shares of the Company and the Board of Directors of the Company approved a name change of the Company from Aquasil International Inc. to Multi-Corp. International Inc and approved a reverse split of the current issued and outstanding common shares of the Company on the basis of one (1) new share for each one-thousand (1,000) shares currently held. The effective date for this action is June 12, 2012 or such other date as may be approved by the requisite regulatory authorities.
On June 11, 2012, the Company’s CEO, President and a director, Mr. James Brooks resigned his positions. Mr. Robert Baker was appointed the Company’s sole officer and director. |
Common Stock
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Notes to Financial Statements | |
Common Stock |
8. COMMON STOCK
On February 27, 2012, the Company issued 14,000,000 shares of the Corporation’s restricted common stock to Oveldi Canada Ltd. pursuant to the agreement whereby the Company acquired the rights to the EviCAT© software. The shares of common stock were valued at $0.01 per share, totaling $140,000, the fair market value of the shares on the date of issuance.
On February 27, 2012, the Company issued a total of 25,000,000 shares to Robert Baker as consideration for management services from the date of his appointment as a director and officer to the date of issuance. The shares were valued at the market value of the common stock of $0.01 for total consideration of $250,000. The Company recorded the amount of $250,000 as stock-based compensation.
On February 27, 2012, the Company issued a total of 3,000,000 shares to a shareholder of the Company in settlement of advances made by the shareholder totaling $3,000. |
Related Party Transactions
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Notes to Financial Statements | |
Related Party Transactions |
9. RELATED PARTY TRANSACTIONS
On February 27, 2012, the Company issued a total of 25,000,000 shares to Robert Baker as consideration for management services from the date of his appointment as a director and officer to the date of issuance. |
License Agreement
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3 Months Ended |
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Mar. 31, 2012
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Notes to Financial Statements | |
License Agreement |
5. LICENSE AGREEMENT
On October 25, 2010, the Company’s subsidiary, AquaSil, entered into a license agreement (the “License Agreement”) with Khasid ICT, a corporation organized under the laws of the country of Tajikistan and controlled and managed by a controlling stockholder of the Company. Under the agreement, AquaSil has been granted an exclusive, sub-licensable, assignable, royalty-bearing license to use the Formula “ROSS TJ 72 N00422” (the “Formula”) for the purpose of selling the licensed products, as defined, throughout the world. Royalties are due quarterly, calculated at the rate of 5% of gross revenues. The term of the license is through December 31, 2020, unless terminated earlier. The licensor may terminate the Agreement without cause with 180 days prior notice or immediately with written notice. On March 31, 2012, the Company divested itself of its wholly-owned subsidiary AquaSil and no longer holds any rights under this Licensing Agreement. |