10-Q 1 wcvc10q_103116apg.htm WCVC 10-Q 10/31/16 WCVC 10-Q 10/31/16



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q


(Mark One)

 

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended  October 31, 2016

or


[   ]

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

 

For the transition period from ____ to _____

 

Commission File Number: 000-54948



West Coast Ventures Group Corp.

(Exact name of registrant as specified in its charter)



Nevada

 

99-0377575

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)


333 City Blvd. West, 17th Floor, Orange, CA  92868

(Address of principal executive offices) (Zip Code)


(714) 656-0096

(Registrant’s telephone number, including area code)

 

________________________________________________

(Former name or former address, if changed since last report)

 


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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  [   ] Yes  [X] No





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions 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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

 

 

 

 

[  ]

YES

[  ]

NO

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

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

15,088,544 common shares issued and outstanding as of June 21, 2017




2



FORM 10-Q

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION

  

  

 

Item 1.

Financial Statements:

4

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

6

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

16

Item 4.

Controls and Procedures

16

  

  

 

PART II – OTHER INFORMATION

  

  

 

Item 1.

Legal Proceedings

17

Item 1A.

Risk Factors

17

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

17

Item 3.

Defaults Upon Senior Securities

17

Item 4.

Mine Safety Disclosures

17

Item 5.

Other Information

17

Item 6.

Exhibits

17

 

 

 

SIGNATURES

18




3




PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

Our unaudited interim financial statements for the six month period ended October 31, 2016 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.



FINANCIAL STATEMENTS


Condensed Consolidated Balance Sheets at October 31, 2016 and April 30, 2016 (unaudited)

5

Condensed Consolidated Statements of Operations for the three and six months ended October 31, 2016 and 2015 (unaudited)

6

Condensed Consolidated Statements of Cash Flows for the six months ended October 31, 2016 and 2015 (unaudited)

7

Notes to the Condensed Consolidated Financial Statements

8




4



West Coast Ventures Group Corp.

Condensed Consolidated Balance Sheets

(Unaudited)


 

 

 

 

 

 

October 31,

 

April 30,

 

 

 

 

 

 

2016

 

2016

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

$

 

 

Prepaid expenses

 

 

398 

 

 

Total Current Assets

 

 

398 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets, net

 

 

4,844 

 

6,459 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

5,242 

$

6,459 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

36,026 

$

30,478 

 

 

Accrued payroll

 

 

111,814 

 

125,814 

 

 

Accrued interest

 

 

22,496 

 

14,722 

 

 

Promissory notes

 

 

33,848 

 

14,711 

 

 

Note payable

 

 

250,000 

 

250,000 

 

Total Current Liabilities

 

 

454,184 

 

435,725 

 

 

 

 

 

 

 

 

 

 

Convertible note, net of unamortized discounts of $32,012 and $44,818

 

 

19,209 

 

6,403 

 

Total Liabilities

 

 

473,393 

 

442,128 

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit:

 

 

 

 

 

 

 

 Preferred stock, $0.001 par value.  Authorized 10,000,000 shares, no shares issued and outstanding.

 

 

 

 

 

 Common stock, $0.001 par value. Authorized 250,000,000 shares, 15,088,544 shares and 88,426 shares issued and outstanding as of October 31 and April 30, 2016, respectively

 

 

15,088 

 

88 

 

 

Additional paid in capital

 

 

474,332 

 

181,654 

 

 

Accumulated deficit

 

 

(957,571)

 

(617,411)

 

Total Stockholders' Deficit

 

 

(468,151)

 

(435,669)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$

5,242 

$

6,459 



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



5




West Coast Ventures Group Corp.

Condensed Consolidated Statements of Operations

(Unaudited)


 

 

Three Months Ended

 

Six Months Ended

 

 

October 31,

 

October 31,

 

 

 

2016

 

2015

 

 

2016

 

2015

Revenues, net

$

$

 

$

$

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

807 

 

20,834 

 

 

1,615 

 

41,667 

 

General and administrative expenses

 

1,344 

 

34,919 

 

 

14,639 

 

72,249 

 

Professional fees

 

 

1,500 

 

 

20,649 

 

10,978 

 

Stock based compensation

 

 

 

 

282,678 

 

Total Operating Expenses

 

2,151 

 

57,253 

 

 

319,581 

 

124,894 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(2,151)

 

(57,253)

 

 

(319,581)

 

(124,894)

 

 

 

 

 

 

 

 

 

 

 

Other Expense

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(10,325)

 

(3,569)

 

 

(20,579)

 

(7,139)

 

 

 

 

 

 

 

 

 

 

 

Loss Before Provision for Income Taxes

 

(12,476)

 

(60,822)

 

 

(340,160)

 

(132,033)

 

 

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

$

(12,476)

$

(60,822)

 

$

(340,160)

$

(132,033)

 

 

 

 

 

 

 

 

 

 

 

Net Loss Per Common Share: Basic and Diluted

$

(0.00)

$

(0.03)

 

$

(0.03)

$

(1.49)

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of Common Shares Outstanding: Basic and Diluted

 

15,088,544 

 

88,426 

 

 

10,767,892 

 

88,426 



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




6




West Coast Ventures Group Corp.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


 

 

 

Six Months Ended

 

 

 

October 31

 

 

 

 

2016

 

 

2015

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

$

(340,160)

 

$

(132,033)

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

1,615 

 

 

41,667 

 

 

Amortization of debt discount

 

12,806 

 

 

 

 

Stock based compensation

 

282,678 

 

 

 

 

Impairment of intangible assets

 

 

 

 

Changes in current assets and liabilities:

 

 

 

 

 

 

 

Prepaid expenses

 

(398)

 

 

3,750 

 

 

Accounts payable

 

5,548 

 

 

7,363 

 

 

Accrued expenses

 

 

 

(3,375)

 

 

Accrued payroll

 

11,000 

 

 

44,000 

 

 

Related Party

 

 

 

(875)

 

 

Accrued interest

 

7,774 

 

 

7,138 

Net Cash used in Operating Activities

 

(19,137)

 

 

(32,365)

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from promissory notes

 

19,137 

 

 

32,265 

Net cash provided by Financing Activities

 

19,137 

 

 

32,265 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

 

 

(100)

Cash and cash equivalents at beginning of period

 

 

 

100 

Cash and cash equivalents at end of period

$

 

$

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

Income taxes paid

$

 

$

 

Interest paid

$

 

$

 

 

 

 

 

 

 

 

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION:

 

 

 

 

 

 

Common stock issued for accrued payroll

$

25,000 

 

$



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



7




West Coast Ventures Group Corp.

Notes to the Condensed Consolidated Financial Statements

October 31, 2016

(Unaudited)


NOTE 1 - BACKGROUND INFORMATION


Organization and Business


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


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


On February 4, 2016, Energizer Tennis, Corp. filed Articles of Merger with the Nevada Secretary of State whereby it entered into a statutory merger with its wholly-owned subsidiary, West Coast Ventures Group Corp. The effect of such merger is that the Company was the surviving entity and changed its name to “West Coast Ventures Group Corp.”


On December 31, 2016, our board of directors approved a change in our company's fiscal year end, moving from April 30 to December 31 of each year.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation


The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X.  Accordingly, the unaudited interim financial statements 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 consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading.  The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended April 30, 2016, as filed with the SEC on May 12, 2017.


Principles of Consolidation


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


Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not



8



previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates. The Company’s most significant estimates relate to the valuation of its intangible assets and the valuation of its common stock.


Stock-Based Compensation

 

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

 

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


Stock-based compensation for the six months ended October 31, 2016 and 2015 was $282,678 and $0, respectively.


Recent Accounting Pronouncements


The Company has reviewed recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.



NOTE 3 - GOING CONCERN


The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  As of October 31, 2016, the Company does not have products available for sale or have established an ongoing source of revenue.  As a result, the Company has a net loss, negative operating cash flow, and an accumulated deficit. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.


Management’s plan to obtain such resources for the Company include, obtaining loans from management and stockholders to meet its minimal operating expenses and raising equity funding, and/or merging with another company. The Company plans a merger pursuant to certain closing conditions, with Nixon Restaurant Group, Inc. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.


There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company.  In addition, profitability will ultimately depend upon the level of revenues received from business operations.  However, there is no assurance that the Company will attain profitability.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.





9



NOTE 4 – INTANGIBLES


As of October 31, 2016 and April 30, 2016, intangibles consisted of:


 

 

October 31,

 

April 30,

 

 

2016

 

2016

Viralpwnage.com

 

$

89,792

 

$

89,792

Less accumulated amortization

84,948

 

83,333

   Intangibles, net

 

$

4,844

 

$

6,459



The intangible assets are amortized over an estimated useful life of 3 years. Amortization expenses were $1,615 and $41,667 for the six months ended October 31, 2016 and 2015, respectively. We determined the implied fair value of intangibles was substantially below the carrying value being reported. Accordingly, we recognized an impairment loss of $160,208, for the year ended April 30, 2016.  No impairment of intangibles was recognized for the six months ended October 31, 2016.



NOTE 5 – NOTES PAYABLE


Promissory Notes


During the six months ended October 31, 2016, unrelated parties advanced funds in the amount of $19,137 to fund operations and provide working capital. Unpaid balances are due on demand and accrue an annual interest rate of 5%.  During the year ended April 30, 2016, the Company acknowledged and agreed to issue the convertible note of $51,221 for payment of principal on the Promissory note of $51,221 (note 6).


As of October 31, 2016 and April 30, 2016, the promissory notes totaled $33,848 and $14,711, respectively.


During the six months ended October 31, 2016 and 2015, the interest expense was $439 and $837, respectively. As of October 31, 2016 and April 30, 2016, accrued interest was $2,122 and $1,683, respectively.

Note Payable


The Company had the following note payable outstanding as of October 31, 2016 and April 30, 2016:


 

 

October 31,

 

April 30,

 

 

2016

 

2016

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

$

250,000

$

250,000

Total note payable

 

250,000

 

250,000

Less current portion of note payable

 

250,000

 

250,000

Long-term portion of note payable

$

-

$

-



On April 30, 2017, the Warwick Overseas, LLC, agreed to extend the note for an additional one year term to April 30, 2018.


During the six months ended October 31, 2016 and 2015, interest expense was $6,302 and $6,302, respectively. As of October 31, 2016 and April 30, 2016, accrued interest is $18,837 and $12,534, respectively.






10



NOTE 6 – CONVERTIBLE NOTE


On January 31, 2016, the Company issued convertible notes of $51,221 for the payment of promissory notes of $51,211 (note 5). Unpaid balances are due on January 31, 2018 and accrue an annual interest at the rate of 4%.  The Holders have the right, at any time to convert any part of outstanding Principal balance of this note into shares of the Company’s common stock at a conversion rate of $0.01 per share.


During the year ended April 30, 2016, the Company recorded as discount on the convertible note due to a beneficial conversion feature of $51,221.


 

 

 

October 31,

 

April 30,

 

 

 

2016

 

2016

Convertible Notes

 

$

51,221 

 

$

51,221 

Less unamortized notes discount

 

(32,012)

 

 

(44,818)

 

 

 

 

19,209 

 

 

6,403 

Less current portion of convertible notes

 

 

 

Long-term convertible notes payable

$

19,209 

 

$

6,403 



During the six months ended October 31, 2016 and 2015, the amortization on the convertible note discount recorded as interest expense is $12,806 and $0, respectively.


During the six months ended October 31, 2016 and 2015, the interest expense accrued on the convertible notes is $1,032 and $0, respectively. As of October 31, 2016 and April 30, 2016, the convertible notes had accrued interest of $1,537 and $505, respectively.



NOTE 7 - SHAREHOLDERS’ EQUITY


On February 4, 2016, the Company filed a Certificate of Amendment with the Nevada Secretary of State whereby it amended its Articles of Incorporation to increase the Company’s authorized number of shares of common stock from 100 million to 250 million and decrease all of its issued and outstanding shares of common stock at a ratio of one (1) share for every one thousand (1,000) shares held.


All relevant information relating to numbers of shares and per share information have been retroactively adjusted to reflect the reverse stock split for all periods presented.


Preferred Stock


The authorized preferred stock of the Company consists of 10,000,000 shares with a par value of $0.001.  The Company has not issued any shares of Class A Convertible Preferred Stock as of October 31, 2016.


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


Common Stock


The authorized common stock of the Company consists of 250,000,000 shares with a par value of $0.001.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.


On June 23, 2016, the Company issued 15,000,000 common shares, 7,500,000 shares each to the company’s officer and board members, for their ongoing service and payment of $25,000 in accrued salaries, for a total value of $307,678.


On May 19, 2016, the Company issued 118 shares of common stock, for adjustment due to the stock split.



11




As at October 31, 2016 and April 30, 2016, there are 15,088,544 and 88,426 shares of common stock issued and outstanding.



NOTE 8 - RELATED PARTY TRANSACTIONS


As of October 31, 2016 and April 30, 2016, the Company accrued salaries to officers and directors of $111,814 and $125,814, respectively.



NOTE 9 – SUBSEQUENT EVENTS


On December 30, 2016, the Company entered into a Definitive Share Exchange Agreement (the “Agreement”) with James M. Nixon (“Nixon”) and Nixon Restaurant Group, Inc., a Florida corporation (“NRG”) pursuant to which our company will exchange 12,100,000 shares of our common stock for 60,500,000 shares of NRG Common Stock, $0.0001 par value per share, which represents all of the issued and outstanding capital stock of NRG.  In addition, our company will issue 500,000 shares of our preferred stock to Nixon as compensation for completing the transaction.  This preferred stock which shall be designated as Series A Preferred Stock shall have no dividend, liquidation, or conversion rights, but will have voting rights of 100,000 votes per share of Series A Preferred Stock, an aggregate equal to 50,000,000,000 shares of our company’s common stock. The closing of transaction described in the Agreement is subject to several conditions precedent as follows: Our company must, among other actions, (i) file our delinquent filings with the Securities and Exchange Commission (the “SEC”) including the Form 10-K Annual Report for the year ended April 30, 2016 and the Form 10-Q Annual Reports for the periods ended July 31, 2016 and October 31, 2016; (ii) effectuate the cancelation of 60,000 shares of our common stock owned by Mayya Khalay; (iii) file a Certificate of Designation of the Series A Preferred Stock with the Nevada Secretary of State; and (iv) effectuate a change of our fiscal year to December 31.  NRG must, among other actions, (v) Deliver to our company audited consolidated financial statements for the two year periods ended December 31, 2015 and 2014 as well as reviewed consolidated financial statements for the nine month periods ended September 30, 2016 and 2015, each in format and content as required under the Rules of the SEC.  Following closing of the transaction NRG will operate as wholly owned subsidiary of our company.



12



Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations


FORWARD LOOKING STATEMENTS


This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. 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 unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.


In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.


As used in this quarterly report and unless otherwise indicated, the terms “we”, “us”, “our” and "West Coast Ventures" mean West Coast Ventures Group Corp. and our wholly owned subsidiary GameRevz, Inc., unless otherwise indicated.


General Overview


Our company was incorporated on June 16, 2011 in the State of Nevada under the name "Energizer Tennis Inc.", with a business plan of developing, producing and selling instructional tennis videos to the global tennis community.


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


On February 4, 2016, Energizer Tennis, Corp. filed Articles of Merger with the Nevada Secretary of State whereby we entered into a statutory merger with our wholly-owned subsidiary, West Coast Ventures Group Corp., pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that our company was the surviving entity and changed our name to “West Coast Ventures Group Corp.”.


On February 4, 2016, our company filed a Certificate of Amendment with the Nevada Secretary of State whereby we amended our Articles of Incorporation to increase our authorized number of shares of common stock from 100 million to 250 million and decrease all of our issued and outstanding shares of common stock at a ratio of one (1) share for every one thousand (1,000) shares held.


The change of name and reverse stock split became effective with the Financial Industry Regulatory Authority (FINRA) on April 27, 2016.


We have not generated revenues and have limited cash on hand.  We have sustained losses since inception and have relied upon loans from directors and officers and the sale of our securities for funding. We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.




13



Results of Operations


Three months ended October 31, 2016 compared to three months ended October 31, 2015.


 

 

Three months
ended
October 31, 2016

 

 

Three months
ended
October 31, 2015

 

Revenue

$

-

 

$

-

 

Operating expenses

$

2,151

 

$

57,253

 

Net loss

$

          (12,476)

 

$

               (60,822)

 


Our operating expenses, for the three months ended October 31, 2016 were $2,151 compared to $57,253 for the same period in 2015. The decrease in operating expenses was primarily as a result of a decrease in depreciation and amortization and general and administrative expenses.


We incurred a net loss of $12,476 and $60,822 for the three months ended October 31, 2016 and October 31, 2015, respectively.

Six months ended October 31, 2016 compared to six months ended October 31, 2015.


 

 

Six months
ended
October 31, 2016

 

 

Six months
ended
October 31, 2015

 

Revenue

$

-

 

$

-

 

Operating expenses

$

319,581

 

$

124,894

 

Net loss

$

        (340,160)

 

$

              (132,033)

 


Our operating expenses, for the six months ended October 31, 2016 were $319,581 compared to $124,894 for the same period in 2015. The increase in operating expenses was primarily as a result of an increase in stock based compensation and professional fees, offset by a decrease in general and administrative expenses and depreciation and amortization.


We incurred a net loss of $340,160 and $132,033 for the six months ended October 31, 2016 and October 31, 2015, respectively.

 

Liquidity and Capital Resources

 

The following table provides selected financial data about our company as of October 31, 2016 and April 30, 2016, respectively.

 

Working Capital


 

 

As at
October 31, 2016

 

 

As at
April 30, 2016

 

Total current assets

$

                   398

 

$

                  -

 

Total current liabilities

$

  454,184

 

$

435,725

 

Working capital (deficit)

$

          (453,786)

 

$

  (435,725)

 


Cash Flows


 

 

Six Months ended
October 31, 2016

 

Six Months ended
October 31, 2015

Net cash used in operating activities

$

               (19,137)

$

                (32,365)

Net cash used in investing activities

$

-

$

-

Net cash provided by financing activities

$

                 19,137

$

                 32,265

Increase (Decrease) in cash

$

-

$

                    (100)



As at October 31, 2016 our company’s cash balance was $0 and total assets were $5,242. As at April 30, 2016, our company’s cash balance was $0 and total assets were $6,459.


As at October 31, 2016, our company had total liabilities of $473,393, compared with total liabilities of $442,128 as at April 30, 2016.



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As at October 31, 2016, our company had working capital deficiency of $453,786 compared with working capital deficiency of $435,725 as at April 30, 2016. The increase in working capital deficiency was primarily attributed to an increase accounts payable and accrued interest.


Cash Flow from Operating Activities


During the six months ended October 31, 2016, our company used $19,137 in cash from operating activities, compared to $32,365 cash used in operating activities during the six months ended October 31, 2015. The cash used from operating activities for the six months ended October 31, 2016 was attributed to a net loss of $340,160 and reduced $297,099 for non-cash expenses and $23,924 for net changes in non-cash operating assets and liabilities.


Cash Flow from Investing Activities


During the six months ended October 31, 2016 our company used $0 in investing activities compared to $0 used in investing activities during the six months ended October 31, 2015.


Cash Flow from Financing Activities


During the six months ended October 31, 2016 our company received $19,137 from financing activities compared to $32,265 received from financing activities during the six months ended October 31, 2015. The cash flow for financing activities for the six months ended October 31, 2016, was a result of an increase in promissory notes for the payment of operating expenses.


The report of our auditors on our audited financial statements for the fiscal year ended April 30, 2016, contains a going concern qualification as we have suffered losses since our inception.  We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.


Off-Balance Sheet Arrangements


We have no 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, and capital expenditures or capital resources that are material to stockholders.


Critical Accounting Policies


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


Use Of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Stock-Based Compensation. ASC 718, "Compensation - Stock Compensation," prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants



15



of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

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


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


Item 3.

Quantitative and Qualitative Disclosures About Market Risk


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


Item 4.

Controls and Procedures


Disclosure Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of October 31, 2016. This evaluation was carried out under the supervision and with the participation of our President and our Chief Financial Officer. Based upon that evaluation, our President and Chief Financial Officer concluded that, as of October 31, 2016, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of October 31, 2016, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

 

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2017: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the quarter ended October 31, 2016, that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.



16




PART II - OTHER INFORMATION


Item 1.

Legal Proceedings


We know of no material pending legal proceedings to which our company is a party or of which any of our properties, or the properties of our subsidiaries, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.


We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our company or has a material interest adverse to our company or our subsidiaries.


Item 1A.

Risk Factors


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


Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds


None.


Item 3.

Defaults Upon Senior Securities


None.


Item 4.

Mine Safety Disclosures


Not applicable.

Item 5.

Other Information


None.


Item 6.

Exhibits


Exhibit Number

Description

3.1

Articles of Merger by and between the Company and its wholly owned subsidiary, West Coast Ventures Group Corp, filed with the Nevada Secretary of State on February 4, 2016. (filed with the SEC on May 12, 2017 as Exhibit 3.1 to the Company’s Annual Report on Form 10-K)

3.2

Certificate of Amendment of Articles of Incorporation, filed with the Nevada Secretary of State on February 4, 2016. (filed with the SEC on May 12, 2017 as Exhibit 3.2 to the Company’s Annual Report on Form 10-K)

(31)

Rule 13a-14 (d)/15d-14d) Certifications

31.1*

Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

32.1**

Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

101*

Interactive Data File

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

*Filed herewith.

**Furnished herewith.



17




SIGNATURES

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

 

 

WEST COAST VENTURES GROUP CORP.

 

 

(Registrant)

 

 

 

 

 

 

Dated:  June 29, 2017

 

/s/ Miroslaw Gorny

 

 

Miroslaw Gorny

 

 

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

 

 

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




18