10-KT 1 wcvc10kt_123116apg.htm WCVC 10-KT 12/31/16 WCVC 10-KT 12/31/16


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K



(Mark One)

 

[   ]

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

For the fiscal year ended

 


[X]

 

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

For the transition period from

May 1, 2016 to December 31, 2016

 

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)

Registrant’s telephone number, including area code:

 

(714) 656-0096

 

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:

Common Stock, $0.001 par value

(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 [   ]  No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)  is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 

[   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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 [   ]  No [X]


The aggregate market value of Common Stock held by non-affiliates of the Registrant on June 30, 2016, was $265,632 based on a $3.00 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.

 

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

15,088,544 common shares as of June 20, 2017.

 



DOCUMENTS INCORPORATED BY REFERENCE


None.



2



TABLE OF CONTENTS

Part I

 

4

 

Item 1 - Business

4

 

Item 1A - Risk Factors

7

 

Item 1B – Unresolved Staff Comments

7

 

Item 2 - Description of Property

7

 

Item 3 - Legal Proceedings

7

 

Item 4 - Mine Safety Disclosures

7

Part II

 

7

 

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

7

 

Item 6 - Selected Financial Data

8

 

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

8

 

Item 7A – Quantitative and Qualitative Disclosures about Market Risk

12

 

Item 8 - Financial Statements and Supplementary Data

12

 

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

27

 

Item 9A - Controls And Procedures

27

 

Item 9B  Other Information

28

Part III

 

28

 

Item 10 - Directors, Executive Officers and Corporate Governance

28

 

Item 11 - Executive compensation

31

 

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

32

 

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

33

 

Item 14 - Principal Accounting Fees and Services

33

Part IV

 

35

 

Item 15 - Exhibits, Financial Statement Schedules

35

Signatures

 

36



3



PART I


Item 1.  Business


This annual 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, including the risks in the section entitled “Risk 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 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 and all references to “common shares” refer to the common shares in our capital stock.


As used in this current 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.


Change in fiscal year end


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. This Form 10-K is a transition report and includes financial information from May 1, 2016 to December 31, 2016 (the "Transition Period 2016").


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.




4



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.


Our Current Business


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 December 30, 2016, we 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.  


Principal Products or Services and their Markets


GameRevz is the world’s first and only online gaming experience that is specifically designed around both the player and a professionally selected group of sponsors/advertisers that collectively will create the most unique player incentivized gaming experience today. A combination that will prove not only to be a differentiator within the online gaming space, but one that all players will naturally share with their network due to the fact it literally rewards and acknowledges their gaming achievements, no matter if they are new to gaming or a seasoned professional.


GameRevz has created an incentive gaming environment using various technologies applied into its customized maps that is superior to anything in the marketplace today. This technology provides gamers with immediate gratification in ways such as free products, discounts, coupons, level achievements. This is achieved by its QR coding process negotiated with selected groups of companies that provide products and services designed for our unique demographic of player.


Distribution Methods of Our Products


GameRevz website is located at www.gamerevz.com and provides prospective customers with videos and information about the GameRevz business model and services offered along with our contact information.


Status of Any Publicly Announced New Product or Service.


We have not developed any new or unique products or services that have not already been announced.




5



Our Competition


To our knowledge, there is no competition due to the fact that there are no companies that currently link images within a multi-player game to third party external companies. GameRevz is creating a new vertical within the traditional online gaming space. The business strategy is the first to develop unique and custom game maps that provide exclusive product and service offerings built right into the game. themselves! This allows GameRevz to consistently adapt its game offerings based on its players profiles and interest creating a far more compelling experience for our players.


Sources and Availability of Raw Materials


At this time we do not see a critical dependence on any supplier(s) that could adversely affect our operations.  


Dependence on Limited Customers


We are not dependent upon any specific customers at this time.  Our company will continue to expand upon our database in an effort to achieve successful revenue conversions.


Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts


We do not presently own any copyrights, patents, trademarks, licenses, concessions or royalties, and we may rely on certain proprietary technologies, trade secrets, and know-how that are not patentable.  We have acquired a complete patent write-up which will be the basis of content for our patent application.


We own the Internet domain names www.energizertennisinc.com and www.gamerevz.com.  Under current domain name registration practices, no one else can obtain an identical domain name, but someone might obtain a similar name, or the identical name with a different suffix, such as “.org”, or with a country designation. The regulation of domain names in the United States and in foreign countries is subject to change, and we could be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our domain names.


Need for Government Approval of Principal Products or Services


None of the services we offer require specific government approval. Local government rules may dictate the need for a business license.


Government Regulation


We are also subject to federal, state and local laws and regulations generally applied to businesses, such as payroll taxes on the state and federal levels. We believe that we are in conformity with all applicable laws in the United States and United Kingdom.


While we believe that our operations are in compliance with all applicable regulations, there can be no assurances that from time to time unintentional violations of such regulations will not occur. We are subject to federal, state and local laws and regulations applied to businesses, such as payroll taxes on the state and federal levels. In general, our services and activities are subject only to local business licensing requirements.


Research and Development during Our Last Two Fiscal Years


We have not in the past two years conducted any research and development activities, other than the development of our website.  We do not anticipate conducting such activities in the near future.


Cost and Effects of Compliance with Environmental Laws


We are not subject to federal, state or local environmental laws.  




6



Our Employees


As of December 31, 2016, we have one employee including our sole officer who receives compensation. We anticipate that we will be using the services of independent contractors as consultants to support our expansion and business development. We have signed employment agreements with the officers of our company.


Item 1A.  Risk Factors


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


Item 1B.  Unresolved Staff Comments


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


Item 2.  Properties


Currently, we do not own any real estate. We are leasing our corporate offices, which are located at 333 City Blvd. West, 17th Floor, Orange, CA 92868. The offices are leased by us by at a cost of $199.00 per month. We do not expect this arrangement to be changed during the next 12 months.


Item 3.  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 4.  Mine Safety Disclosures


Not applicable.


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


Our shares of common stock are listed for quotation on the OTC Pink of the OTC Markets.  Our stock was originally listed under the symbol "EZRT" on October 4, 2013.  In connection with our change of name, our trading symbol was changed to "WCVC" on May 27, 2016.  Shares of our common stock are thinly traded on the OTC Pink.


The high and low bid prices of our common stock for the periods indicated below are as follows:


OTC Markets

 

High

Low

Transition Period Ended December 31, 2016

$9.74

$0.70

 

 

 

Year ending April 30, 2016

 

 

April 30, 2016

$0.0145

$0.0016

January 31, 2016

$0.068

$0.016

October 31, 2015

$0.1455

$0.011



7






July 30, 2015

$0.26

$0.135

 

 

 

Year ending April 30, 2015

 

 

April 30, 2015

$1.01

$1.01

January 31, 2015

$2.1

$1.01

October 31, 2014

$N/A

$N/A

July 30, 2014

$N/A

$N/A


Our shares are issued in registered form.  VStock Transfer LLC, 18 Lafayette Place, Woodmere, NY 11598 (Telephone: (212) 828-8436; Facsimile: (646) 536-3179 is the registrar and transfer agent for our common shares.

On June 20, 2017, the shareholders’ list showed 5 registered shareholders with 15,088,544 shares of common stock outstanding.


Dividend Policy


There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

 

1.

we would not be able to pay our debts as they become due in the usual course of business, or;

2.

our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.


We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.


Equity Compensation Plan Information


We do not have any equity compensation plans.


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 Transition Period 2016 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the Transition Period 2016.


Purchase of Equity Securities by the Issuer and Affiliated Purchasers


We did not purchase or repurchase any of our securities in the Transition Period 2016 and fiscal years ended April 30, 2016 and 2015.


Item 6.  Selected Financial Data


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


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


The following discussion should be read in conjunction with our consolidated audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those



8



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 annual report.


Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.


Change in fiscal year end


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. This Form 10-K is a transition report and includes financial information from May 1, 2016 to December 31, 2016 (the "Transition Period 2016").


Results of Operations


The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the transition period ended December 31, 2016, which are included herein.

Our operating results for the transition period ended December 31, 2016, for the year ended April 30, 2016 and the changes between those periods for the respective items are summarized as follows:


 

 

Transition Period

 

 

 

 

 

 

 

 

 

May 31, 2016 to

 

Year Ended

 

 

 

 

 

 

December 31,

 

April 30,

 

Change

 

 

2016

 

2016

 

Amount

%

Revenue:

 

$

 

$

 

$

-  

Operating expenses

 

 

328,205 

 

 

248,318 

 

 

79,887 

32%

Other expense

 

 

27,474 

 

 

181,218 

 

 

(153,744)

(85%) 

Loss from Operations, Net of Tax Benefits

 

 

(355,679)

 

 

(429,536)

 

 

(73,857)

(17%) 

Net loss

 

$

(355,679)

 

$

(429,536)

 

$

(73,857)

(17%) 



During the transition period ended December 31, 2016, our net loss decreased by $73,857, primarily due to $153,744 decrease in the other expenses as $160,208 impairment loss on the intangible assets was incurred during the year ended April 30, 2016.


Our operating expenses for the transition period ended December 31, 2016 were $328,205 compared to $248,318 for the year ended April 30, 2016. The changes in operating expenses are as follows:


 

 

Transition Period

 

 

 

 

 

 

 

 

 

May 1, 2016 to

 

Year Ended

 

 

 

 

 

 

December 31,

 

April 30,

 

Change

 

 

2016

 

2016

 

Amount

%

Depreciation and Amortization

 

$

2,153

 

$

83,333

 

$

(81,180)

(97%)

General & Administrative Expenses

 

 

15,535

 

 

135,855

 

 

(120,320)

(89%)

Professional Fees

 

 

27,839

 

 

29,130

 

 

(1,291)

(4%)

Stock based compensation

 

 

282,678

 

 

-

 

 

282,678 

-

Operating expenses

 

$

328,205

 

$

248,318

 

$

79,887 

32%



Operating expenses were $328,205 for the transition period ended December 31, 2016, compared to $248,318 for the year ended April 30, 2016, an increase of $79,887, or 32%. The increase in operating expenses was largely due to stock based compensation incurred from the common stock issuances to the company’s officer and board members for their ongoing service and accrued salaries during the transition period ended December 31, 2016.



9




Liquidity and Financial Condition


Working Capital


 

 

December 31,

 

April 30,

 

Change

 

 

2016

 

2016

 

Amount

%

Total current assets

 

$

 

$

 

$

-

-

Total current liabilities

 

$

464,498 

 

$

435,725 

 

$

28,773

7%

Working capital deficit

 

$

(464,498)

 

$

(435,725)

 

$

28,773

7%



Our working capital deficiency increased by $28,773 during the transition period ended December 31, 2016, primarily due to an increase in our current liabilities.  Current liabilities increased primarily from $23,281 increase in accounts payable, $10,400 increase from accrued interest on notes payable and $9,092 increase from promissory notes.


Cash Flows


 

 

Ended December 31,

 

Year Ended April 30,

 

Change

 

 

2016

 

2016

 

Amount

%

Net cash used in

operating activities

 

$

(19,137)

 

$

(47,075)

 

$

27,938 

(59%)

Net cash provided by

financing activities

 

$

19,137 

 

$

46,975 

 

$

(27,838)

(59%)

Increase (Decrease) in cash

 

$

 

$

(100)

 

$

100 

(100%)



Operating Activities


Net cash used in operating activities was $19,137 for the transition period ended December 31, 2016 compared with net cash used in operating activities of $47,075 for the year ended April 30, 2016, a decrease of $27,938, or 59%. The decrease was primarily due to $120k decrease in general and administrative expenses and due to an $89k decrease in payroll expense during the transition period ended December 31, 2016.


Financing Activities


Net cash provided by financing activities was $19,137 for the transition period ended December 31, 2016 compared to $46,975 for the year ended April 30, 2016, a decrease of $27,838, or 81%, from the proceeds from promissory notes.


Contractual Obligations


As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.


Going Concern


Our auditors have issued a going concern opinion.  This means that there is substantial doubt that we can continue as an on-going business for the next twelve months.  Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. We intend to finance operating costs over the next twelve months through continued financial support from our shareholders and private placements of common stock.




10



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, capital expenditures or capital resources that is 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 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.


We are an “emerging growth company” under the JOBS Act and will be subject to reduced public company reporting requirements.  We are also a “smaller reporting company” and benefit from certain exemptions from various reporting requirements that are applicable to other larger public companies.  Those exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We anticipate that we will remain a “smaller reporting company” for the foreseeable future.

 



11



Because we elected to take advantage of the extended transition period for complying with new or revised financial accounting standards, our financial statements may not be comparable to companies that comply with public company effective dates.  We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if we become a large accelerated filer, which generally is a company with a public float of at least $700 million.

 

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.


Item 7A.

Quantitative and Qualitative Disclosures About Market Risk


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


Item 8.

Financial Statements and Supplementary Data



FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm

13

Consolidated Balance Sheets at December 31, 2016 and April 30, 2016

14

Consolidated Statements of Operations for the eight months ended December 31, 2016 and year ended April 30, 2016

15

Consolidated Statements of Stockholders’ Deficit for the eight months ended December 31, 2016 and year ended April 30, 2016

16

Consolidated Statements of Cash Flows for the eight months ended December 31, 2016 and year ended April 30, 2016

17

Notes to the Consolidated Financial Statements

18




12



Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders

West Coast Ventures Group Corp

We have audited the accompanying balance sheets of West Coast Ventures Group Corp. as of December 31, 2016 and April 30, 2016 and the related statement of operations, stockholder's deficit and cash flows for the eight month period ended December 31, 2016 and year ended April 30, 2016. These financial statements are the responsibility of the Company's management. 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 audits 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 West Coast Ventures Group Corp. as of December 31, 2016 and April 30, 2016 and the results of its operations and its cash flows for the eight month period ended December 31, 2016 and year ended April 30, 2016 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred a loss since inception, had a net accumulated deficit and may be unable to raise further equity. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


Ankit Consulting Services, Inc.

Certified Public Accountants


Rancho Santa Margarita

July 3, 2017



13



West Coast Ventures Group Corp.

Consolidated Balance Sheets


 

 

 

 

 

 

December 31,

 

April 30,

 

 

 

 

 

 

2016

 

2016

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

$

 

Total Current Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets, net

 

 

4,306 

 

6,459 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

4,306 

$

6,459 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

43,714 

$

30,478 

 

 

Accrued payroll

 

 

111,814 

 

125,814 

 

 

Accrued interest

 

 

25,122 

 

14,722 

 

 

Promissory notes

 

 

33,848 

 

14,711 

 

 

Note payable

 

 

250,000 

 

250,000 

 

Total Current Liabilities

 

 

464,498 

 

435,725 

 

 

 

 

 

 

 

 

 

 

Convertible note, net of unamortized discounts of $27,743 and $44,818

 

 

23,478 

 

6,403 

 

Total Liabilities

 

 

487,976 

 

442,128 

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 9)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 December 31 and April 30, 2016, respectively

 

 

15,088 

 

88 

 

 

Additional paid in capital

 

 

474,332 

 

181,654 

 

 

Accumulated deficit

 

 

(973,090)

 

(617,411)

 

Total Stockholders' Deficit

 

 

(483,670)

 

(435,669)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$

4,306 

$

6,459 


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



14



West Coast Ventures Group Corp.

Consolidated Statements of Operations


 

 

 

 

Transition Period

 

 

 

 

 

 

May 1, 2016 to

 

Year Ended

 

 

 

 

December 31,

 

April 30,

 

 

 

 

2016

 

2016

Revenues, net

 

$

$

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

Depreciation and amortization

 

 

2,153 

 

83,333 

 

General and administrative expenses

 

 

15,535 

 

135,855 

 

Professional fees

 

 

27,839 

 

29,130 

 

Stock based compensation

 

 

282,678 

 

Total Operating Expenses

 

 

328,205 

 

248,318 

 

 

 

 

 

 

 

Loss from operations

 

 

(328,205)

 

(248,318)

 

 

 

 

 

 

 

Other Expense

 

 

 

 

 

 

Interest expense

 

 

(27,474)

 

(21,010)

 

Impairment

 

 

 

(160,208)

 

 

 

 

 

 

 

Loss Before Provision for Income Taxes

 

 

(355,679)

 

(429,536)

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(355,679)

$

(429,536)

 

 

 

 

 

 

 

Net Loss Per Common Share: Basic and Diluted

 

$

(0.03)

$

(4.86)

 

 

 

 

 

 

 

Weighted average number of Common Shares Outstanding: Basic and Diluted

 

 

11,843,646 

 

88,426 


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



15



West Coast Ventures Group Corp.

Consolidated Statement of Changes in Stockholders' Deficit



 

Common Stock

 

Common Stock Amount

 

Additional

Paid in

Capital

 

Accumulated

Deficit

 

Total

 

 

 

 

 

 

 

 

 

 

Balance - April 30, 2015

88,426

$

88

$

130,433

$

(187,875)

$

(57,354)

 

 

 

 

 

 

 

 

 

 

Discount of note payable

-

 

-

 

51,221

 

 

51,221 

Net Loss for the year

-

 

-

 

-

 

(429,536)

 

(429,536)

Balance - April 30, 2016

88,426

$

88

$

181,654

$

(617,411)

$

(435,669)

 

 

 

 

 

 

 

 

 

 

Stock issued to director and officer for services

15,000,000

 

15,000

 

292,678

 

 

307,678 

Adjustment on reverse stock split

118

 

-

 

-

 

 

Net loss for the transition period

-

 

-

 

-

 

(355,679)

 

(355,679)

Balance - December 31, 2016

15,088,544

$

15,088

$

474,332

$

(973,090)

$

(483,670)


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



16





West Coast Ventures Group Corp.

Consolidated Statements of Cash Flows


 

 

 

 

Transition Period

 

 

Year

 

 

 

 

May 1, 2016 to

 

 

Ended

 

 

 

 

 December 31,

 

 

 April 30,

 

 

 

 

2016

 

 

2016

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

$

(355,679)

 

$

(429,536)

 

Adjustments to reconcile net loss to net cash

used in operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

2,153 

 

 

83,333 

 

 

Amortization of debt discount

 

17,075 

 

 

6,403 

 

 

Stock based compensation

 

282,678 

 

 

 

 

Impairment of intangible assets

 

 

 

160,208 

 

Changes in current assets and liabilities:

 

 

 

 

 

 

 

Prepaid expenses

 

 

 

4,375 

 

 

Accounts payable

 

13,236 

 

 

22,401 

 

 

Accrued expenses

 

 

 

(8,500)

 

 

Accrued payroll

 

11,000 

 

 

99,814 

 

 

Related Party

 

 

 

(179)

 

 

Accrued interest

 

10,400 

 

 

14,606 

Net Cash used in Operating Activities

 

(19,137)

 

 

(47,075)

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from promissory notes

 

19,137 

 

 

46,975 

Net cash provided by Financing Activities

 

19,137 

 

 

46,975 

 

 

 

 

 

 

 

 

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 

 

$

51,221 

 

Discount of note payable

$

 

$

51,221 



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



17





West Coast Ventures Group Corp.

Notes to the Consolidated Financial Statements

December 31, 2016 and April 30, 2016


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. This Form 10-K is a transition report and includes financial information from May 1, 2016 to December 31, 2016 (the "Transition Period 2016").


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation


The accompanying audited consolidated financial statements presented herein have been prepared pursuant to the rules and regulations of the SEC.  The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 3 regarding the assumption that the Company is a “going concern”).  


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 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.


Fiscal Year End


The Company has elected December 31 as its fiscal year end.


Commitments and Contingencies




18





Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company's management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.


If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.


Risks and Uncertainties


The Company is subject to risks from, among other things, competition associated with the industry in general, other

risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating

history, foreign currency exchange rates and the volatility of public markets.


Earnings (Loss) Per Share


The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. Diluted earnings per share is not presented separately since the effect of dilutive securities is anti-dilutive. There were no common stock equivalents as of December 31, 2016 and April 30, 2016.


 

 

 

 

Transition Period

 

 

 

 

 

 

May 1, 2016 to

 

Year Ended

 

 

 

 

 December 31,

 

 April 30,

 

 

 

 

2016

 

2016

Net Loss Per Common Share: Basic and Diluted

 

$

(0.03)

$

(4.86)

 

 

 

 

 

 

 

Weighted average number of Common Shares Outstanding: Basic and Diluted

 

 

11,843,646

 

88,426



Fair Value of Financial Instruments


The Company’s balance sheet includes certain financial instruments.  The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.


FASB Accounting Standards Codification ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).  The fair value hierarchy consists of three broad levels, which gives the



19





highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:


Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.


Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.


Level 3:  Inputs that are both significant to the fair value measurement and unobservable.


Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include prepaid expense, accounts payable and accrued expenses.


The Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis.


Income Taxes


The Company accounts for income taxes under ASC 740, “Income Taxes.”  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.


A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.


The Company files income tax returns in the United States which are subject to examination by tax authorities in these jurisdictions.  Generally, three years of returns remain subject to examination by major tax jurisdictions.  The state impact, if any, of any federal changes to prior year remains subject to examination for a period of up to five years after formal notification to the states.


The Company has evaluated tax positions in accordance with ASC 740, “Income Taxes,” and has not identified any significant tax positions, other than those disclosed.


Intangible Assets


We account for intangible assets in accordance with ASC 350, “Intangibles-Goodwill and Other” ("ASC 350"). ASC 350 requires that intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted.


We completed an evaluation of intangibles at December 31, 2016 and April 30, 2016 and recognized an impairment loss of $160,208 during the year ended April 30, 2016.  No impairment loss was recognized for the eight months ended December 31, 2016.





20





Long-Lived Assets


Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. 


Foreign Currency


The Company’s functional currency is the United States Dollar (USD) and its reporting currency is also the USD.  Foreign currency transactions, from our prior operations, were primarily undertaken in the British Pound (GBP).


The financial statements of the Company are translated to USD in accordance with ASC 830, “Foreign Currency Translation Matters.”  Assets and liabilities are translated at the current exchange rate prevailing at the balance sheet date. Equity accounts are translated at historical amounts. Revenues and expenses are translated using average rates during the year.


Related parties


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


Recent Accounting Pronouncements


In February 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-06, “Plan Accounting: Defined Benefit Pension Plans (Topic 960); Defined Contribution Pension Plans (Topic 962); Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting.” Among other things, the amendments require a plan’s interest in that master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. The amendments also remove the requirement to disclose the percentage interest in the master trust for plans with divided interests and require that all plans disclose the dollar amount of their interest in each of those general types of investments. The amendments require all plans to disclose: (a) their master trust’s other asset and liability balances; and (b) the dollar amount of the plan’s interest in each of those balances. Lastly, the amendments eliminate redundant investment disclosures (e.g., those required by Topics 815 and 820) relating to 401(h) account assets. Effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The amendments should be applied retrospectively to each period for which financial statements are presented. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

 

In February 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-05, “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” The amendments clarify that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset. The amendments also define the term in substance nonfinancial asset. The amendments clarify that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. For example, a parent may transfer control of nonfinancial assets by transferring ownership interests in a consolidated subsidiary. A contract that includes the transfer of ownership interests in one or more consolidated subsidiaries is within the scope of Subtopic 610-20 if substantially all of the fair value of the assets that are promised to the counterparty in a contract is concentrated in nonfinancial assets. The amendments clarify that an entity should identify each distinct nonfinancial asset or in substance nonfinancial asset promised to a counterparty and derecognize each asset when a counterparty obtains control of it. Effective at the same time as the amendments in Update 2014-09, Revenue from Contracts with Customers (Topic 606). Therefore, public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the amendments in this Update to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the amendments in this Update to annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. All other entities may apply the guidance earlier as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may



21





apply the guidance earlier as of annual reporting periods beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance. An entity is required to apply the amendments in this Update at the same time that it applies the amendments in Update 2014-09. The Company is currently evaluating the potential impact this standard may have on its financial position and results of operations.


In January 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” These amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Effective for public business entities that are a SEC filers for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 should be adopted on a prospective basis. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

 

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018, however, early adoption is permitted with prospective application to any business development transaction.


In August 2016, the FASB issued ASU 2016-15, regarding ASC Topic 230 “Statement of Cash Flows.” This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on the Company’s results of operations, financial position or disclosures.


In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow- Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance in the new revenue standard on collectability, noncash consideration, presentation of sales tax, and transition. The amendments are intended to address implementation issues and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard. The new guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, which will be our interim period beginning January 1, 2018. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods with that reporting period. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.


In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” The guidance simplifies accounting for share-based payments, most notably by requiring all excess tax benefits and tax deficiencies to be recorded as income tax benefits or expense in the income statement and by allowing entities to recognize forfeitures of awards when they occur. This new guidance is effective for annual reporting periods beginning after December 15, 2016 and may be adopted prospectively or retroactively. The Company is currently evaluating the impact the adoption of this standard would have on its financial condition, results of operations and cash flows.


In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which requires lessees to recognize right-of-use assets and lease liabilities, for all leases, with the exception of short-term leases, at the commencement date of each lease. This ASU requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis



22





over the term of the lease. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. Early adoption is permitted. The amendments of this update should be applied using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented. The adoption of this guidance is not expected to have a material impact

on the Company’s results of operations, financial position or disclosures.


There were no other new accounting pronouncements during the eight months ended December 31, 2016 that we believe would have a material impact on our financial position or results of operations.


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 December 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. As shown in Note 11 – Subsequent Events, 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.


NOTE 4 – INTANGIBLES


Intangibles consisted of:


 

 

December 31,

 

April 30,

 

 

2016

 

2016

Viralpwnage.com

 

$

89,792

 

$

89,792

Less accumulated amortization

85,486

 

83,333

Intangibles, net

 

$

4,306

 

$

6,459



The intangible assets are amortized over an estimated useful life of 3 years. Amortization expenses were $2,153 and $83,333 for the eight months ended December 31, 2016 and year ended April 30, 2016, 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 eight months ended December 31, 2016.


NOTE 5 – NOTES PAYABLE


Promissory Notes


During the eight months ended December 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).



23






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


During the transition period ended December 31, 2016 and year ended April 30, 2016, the interest expense was $633 and $1,567, respectively. As of December 31, 2016 and April 30, 2016, accrued interest was $2,316 and $1,683, respectively.


Note Payable


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


 

 

December 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 transition period ended December 31, 2016 and year ended April 30, 2016, interest expense was $8,391 and $12,534, respectively. As of December 31, 2016 and April 30, 2016, accrued interest is $20,925 and $12,534, respectively.


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.


 

 

 

December 31,

 

April 30,

 

 

 

2016

 

2016

Convertible Notes

 

$

51,221 

 

$

51,221 

Less unamortized notes discount

 

(27,743)

 

 

(44,818)

 

 

 

 

23,478 

 

 

6,403 

Less current portion of convertible notes

 

 

 

Long-term convertible notes payable

$

23,478 

 

$

6,403 



During the transition period ended December 31, 2016 and year ended April 30, 2016, the amortization on the convertible note discount recorded as interest expense is $17,074 and $6,403, respectively.


During the eight months ended December 31, 2016 and year ended April 30, 2016, the interest expense accrued on the convertible notes is $1,375 and $505, respectively. As of December 31, 2016 and April 30, 2016, the convertible notes had accrued interest of $1,880 and $505, respectively.




24







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 December 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 February 4, 2016, the Company issued 118 shares of common stock,  for adjustment due to the stock split.


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


NOTE 8 - INCOME TAXES


The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.  As of December 31, 2016, the Company has incurred net losses of approximately $973,090, resulting in a net operating loss (“NOL”) for income tax purposes. NOLs begin expiring in 2032.  The loss results in a deferred tax asset of approximately $341,000 at the effective statutory rate of 35%.  The deferred tax asset has been off-set by an equal valuation allowance.


The tax effects of temporary differences and carry forwards that give rise to significant portions of the deferred income tax assets are as follows:


 

 

December 31,

April 30,

 

 

2016

2016

Deferred tax asset, generated from net operating

loss at statutory rates

 

$

124,500

$

150,300

Valuation allowance

 

 

(124,500)

 

(150,300)

 

 

$

-

$

-




25







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


Federal income tax rate

35.0%

Increase in valuation allowance

(35.0)%

Effective income tax rate

0.0%



The utilization of these NOLs may become subject to limitations based on past and future changes in ownership of the company pursuant to Internal Revenue Code Section 382.  The Company has no uncertain tax positions as of December 31, 2016.


Tax returns for the years ended April 30, 2011 through April 30, 2016 and eight month transition period ended December 31, 2016 remain open to examination.


NOTE 9 - COMMITMENTS AND CONTINGENCIES


Litigation


The Company is not presently involved in any litigation.


Lease Obligations


At December 31, 2016, the Company does not have any capital leases.  


On January 3, 2016, the Company leased office space at $199 per month with no specified term. The lease is cancelable at any time by either party with 30 days’ notice.


NOTE 10 - RELATED PARTY TRANSACTIONS


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


NOTE 11 - 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.  



26





Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure


None.


Item 9A.

Controls and Procedures


Disclosure Controls and Procedures


As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2016. This evaluation was carried out under the supervision and with the participation of our management, including our President and Chief Financial Officer (our principal executive officer and principal accounting officer).


Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our President and Chief Financial Officer, to allow timely decisions regarding required disclosure.


Based upon that evaluation, including our President and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.


Management’s Report on Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2016 based on criteria established in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of December 31, 2016, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (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.


We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this transition report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope 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 in (i) and (ii) 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.


This transition 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 our registered public accounting firm because as a smaller reporting company we are not subject to Section 404(b) of the Sarbanes-Oxley Act of 2002.


Changes in Internal Control Over Financial Reporting


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




27





Limitations on the Effectiveness of Internal Controls


Our management, including our President and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.


Item 9B.

Other Information


None.


PART III


Item 10.

Directors, Executive Officers and Corporate Governance


All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:


Name

Position Held
with the Company

Age

Date First Elected or Appointed

Miroslaw Gorny

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

54

April 30, 2015


Business Experience


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


Miroslaw (Mirek) Gorny – President, Chief Executive Officer, Chief Financial Officer, Secretary, and Director

Miroslaw (Mirek) Gorny is a graduate of National University with a BA in Organizational Leadership.  Mr. Gorny has extensive experience in sale and marketing and in consulting with engineering, manufacturing, and financial companies. On April 30, 2015, Mr. Gorny was elected a director of our company.  On January 7, 2016 was appointed to the various officer positions named above.  During the 5 years preceding his election as a director, he has been employed as a financial advisor and/or mortgage lender at Amwest Financial, Wells Fargo Bank and WJ Bradley.  Mr. Gorny has a California Real Estate Broker License and is currently a Broker Associate with ReMax RB in San Diego, California.  Mr. Gorny is also an internationally known Inspirational Speaker and Trainer.  He is President of Academy of Personal & Professional Development, an internationally recognized training company.


Our company believes that Mr. Gorny’s educational background and business and operational experience give him the qualifications and skills to serve as a director and officer of our company.



28






Employment Agreements


We have no formal employment agreements with any of our directors or officers.


Family Relationships


There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.


Involvement in Certain Legal Proceedings


To the best of our knowledge, none of our directors or executive officers has, during the past ten years:


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.


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.


Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the Transition Period 2016 and the fiscal year ended April 30, 2016, all filing requirements applicable to our officers, directors and



29





greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with.


Code of Ethics


We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller. We only have one officer and director and do not believe we need a code of ethics at this time.


Committees of the Board

 

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

 

Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the 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. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 

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.


Board and Committee Meetings


Our board of directors held no formal meetings during the Transition Period 2016. All proceedings of the 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 Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.


Committees of the Board

 

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

 

Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the 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. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 

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 Financial Expert


Currently our audit committee consists of our entire board of directors. We do not currently have a director who is qualified to act as the head of the audit committee.




30





Item 11.

Executive Compensation


The particulars of the compensation paid to the following persons:


(a)

our principal executive officer;


(b)

each of our two most highly compensated executive officers who were serving as executive officers at the Transition Period 2016 (T2016) and the years ended April 30, 2016 and 2015; and


(c)

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 Transition Period 2016 and the years ended April 30, 2016 and 2015, 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:


SUMMARY COMPENSATION TABLE

Name
and Principal Position

Year

Salary
($)

Bonus
($)

Stock Awards
($)

Option Awards
($)

Non-Equity Incentive Plan Compensa-tion
($)

Change in Pension
Value and Nonqualified Deferred Compensation Earnings
($)

All
Other Compensa-tion
($)

Total
($)

Miroslaw Gorny(1)
President, CEO, CFO, Secretary and Director

T2016
2016
2015

Nil
Nil
N/A

Nil
Nil
N/A

153,839
Nil
N/A

Nil
Nil
N/A

Nil
Nil
N/A

Nil
Nil
N/A

Nil
Nil
N/A

153,839
Nil
N/A

Randy Hatch(2)
(former President, CEO, CFO and Secretary)

T2016
2016
2015

10,000
15,000
N/A

Nil
Nil
N/A

128,839
Nil
N/A

Nil
Nil
N/A

Nil
Nil
N/A

Nil
Nil
N/A

Nil
Nil
N/A

138,839
15,000
N/A

Robert Thompson(3)
(former President, CEO, CFO and Secretary)

T2016
2016
2015

N/A
65,000
25,000

N/A
Nil
Nil

N/A
Nil
Nil

N/A
Nil
Nil

N/A
Nil
Nil

N/A
Nil
Nil

N/A
Nil
Nil

N/A
65,000
25,000

Tony De Lisio(4)
(former Chief Technology Officer)

T2016
2016
2015

N/A
N/A
6,000

N/A
N/A
Nil

N/A
N/A
Nil

N/A
N/A
Nil

N/A
N/A
Nil

N/A
N/A
Nil

N/A
N/A
Nil

N/A
N/A
6,000


(1)

Miroslaw Gorny was appointed a director on April 30, 2015 and as Chief Executive Officer, President, Secretary, Treasurer and Chief Financial Officer on January 7, 2017.

(2)

Randy Hatch was appointed a director and as Chief Executive Officer, President, Secretary, Treasurer and Chief Financial Officer on January 31, 2016 on and resigned all positions on January 7, 2017.  The amounts reflected as salary for Mr. Hatch for the 2016 and T2016 periods were accrued and paid in shares of common stock of the Company.

(3)

Robert Thompson resigned all officer positions on January 31, 2016.

(4)

Tony De Lisio’s Employment Agreement terminated on March 9, 2016.






31





There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any 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 share options may be granted at the discretion of our board of directors.


Grants of Plan-Based Awards


During the Transition Period 2016 we did not grant any stock options.


Option Exercises and Stock Vested


During Transition Period 2016 there were no options exercised by our named officers.


Compensation of Directors


We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.


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.


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


The following table sets forth, as of June 7, 2017, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.


Name and Address of Beneficial Owner

Amount and Nature of
Beneficial Ownership

Percentage
of Class(1)

Miroslaw Gorny

333 City Blvd. West, 17th Floor

Orange, CA 92868

-0-

-0-

Directors and Executive Office as a Group

-0-

-0-

James M. Nixon

15400 West 64th Avenue Unit E 1A

Arvada, CO 80007

15,000,000 Common Shares
Direct

99.4%

5% or greater holders as a group

15,000,000 Common Shares

99.4%



32








(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 June 7, 2017. As of June 7, 2017 there were 15,088,544 shares of our company’s common stock issued and outstanding.


Changes in Control


We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.


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


Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction during the Transition Period 2016, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.


Director Independence


We currently act with one director, Miroslaw Gorny.


We have determined that we do not have an independent director, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.


Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.


From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.


Item 14.  Principal Accounting Fees and Services


The aggregate fees billed for the most recently completed Transition Period 2016 and the fiscal years ended April 30, 2016 and April 30, 2015 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:  



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Transition Period Ended

Year Ended

 

December 31, 2016

April 30, 2016

April 30, 2015

Audit Fees

$10,000

$10,000

$9,937

Audit Related Fees

Nil

Nil

Nil

Tax Fees

Nil

Nil

Nil

All Other Fees

Nil

Nil

Nil

Total

$10,000

$10,000

$9,937


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.




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PART IV


Item 15.

Exhibits, Financial Statement Schedules


(a)

Financial Statements


(1)

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


(2)

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


(b)

Exhibits


Exhibit Number

Description

(3)

Articles of Incorporation

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)

Section 1350 Certifications

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



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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, thereto duly authorized.

 

 

West Coast Ventures Group Corp.

 

 

(Registrant)

Dated:   July 3, 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)

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:   July 3, 2017

 

/s/ Miroslow Gorny

 

 

Miroslaw Gorny

 

 

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

 

 

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




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