UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K /A
Amendment No. 1
(Mark One)
[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year endedApril 30, 20172020
Or
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number333-188785000-55880
Envoy Group Corp.BLGI, INC.
(Exact name of registrant as specified in its charter)
Florida |
| 46-2500923 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number (702) 595-2247(773) 683-1671
Securities registered under Section 12(b) of the Act:None
Securities registered under Section 12(g) of the Act:NoneCommon Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X][ ] No [ ][X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) 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. [X]
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 | [ ] |
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Non-accelerated filer | [ ] | Smaller reporting company | [X] |
(Do not check if a smaller reporting company) |
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Emerging growth company | [ |
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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]
State theThe aggregate market value of the voting and non-voting common equitystock held by non-affiliates computed by reference toof the price at which the common equity was last sold, or the average bid and asked priceregistrant, as of such common equity, as ofOctober 31, 2019, the last business day of the registrant’s most recently completed second fiscal quarter.quarter, was approximately $1,295,371.71 based on a total number of shares of our common stock outstanding on that day of 166,073,296 and a closing price of $0.0078. Shares of common stock held by each director, each officer and each person who owns 10% or more of the outstanding common stock have been excluded from this calculation in that such persons may be deemed to be affiliates. The determination of affiliate status is not necessarily conclusive.
There was no trading market for the voting and non-voting common equity held by non-affiliates on the last business day of the registrant’s most recently completed second fiscal quarter.
As of August 11, 2017, there were 97,900,000The registrant had 29,112,661 shares of the registrant’sits common stock issued and outstanding.outstanding as of February 17, 2021 .
DOCUMENTS INCORPORATED BY REFERENCE:
None.
TABLE OF CONTENTSEXPLANATORY NOTE
FORM
The purpose of this Amendment No. 1 to BLGI, Inc.’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended April 30, 2020 (“Form 10-K/A”) is to submit Exhibit 101 to the Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 30, 2020 (the “Form 10-K”), in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files (the “Interactive Data Files”) required to be filed with the Form 10-K.
The following events, each of which occurred after the original filing date of the Form 10-K, are applicable with respect to the change of the Company’s name, since the original filing date of the Form 10-K, and differences in the number of outstanding shares, since the original filing date of the Form 10-K:
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| Effective October 15, 2020, the Company changed its name from Black Cactus Global, Inc. to BLGI, Inc.; and | |||
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| Effective October 15, 2020, the Company effected a 1-for-20 reverse stock split of its shares of common stock, par value $0.0001 per share; provided, however, that no changes or adjustments have been made to the financial information in the Form 10-K to reflect such reverse stock split. | |||
- ii -Additionally, this Form 10-K/A corrects a typographical error in the STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS in the financial statements, on page F-3 of this Form 10-K/A, under the column reporting information for the “Year ended April 30, 2020,” in the line item “Foreign Exchange Gain,” which incorrectly stated a value of “$(3,015).” The value has been corrected to “$(3,095).”
Except as described above, no other changes, revisions, or updates have been made to the Form 10-K in this Form 10-K/A, which speaks as of the original filing date of the Form 10-K and does not reflect any events that may have occurred subsequent to the filing date of the Form 10-K.
Part I
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information contained in this Annual Report on Form 10-K contains “forward-looking statements.” These forward-looking statements are contained principally in the sections titled “Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our future financial performance; the continuation of historical trends; the sufficiency of our cash balances for future needs; our future operations; the relative cost of our operation methods as compared to our competitors; new production projects, entry and expansion into new markets; achieving status as an industry leader; our competitive advantages over our competitors; brand image; our ability to meet market demands; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor and financial resources; the risks generally associated with develop stage companies; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
As used in this Annual Report on Form 10-K “we”, “our”, “us”, the “Company” and “Envoy Group” refer to Envoy Group Corp. unless the context requires otherwise.
Item 1. BUSINESS.
Company Overview
We were incorporated in the State of Florida on April 8, 2013, with a fiscal year end of April 30. Until June 2017, we had not established any business operations and had not achieved any revenues. Until then, we were in the process of identifying and evaluating feasible business opportunities in the consumer products and technology industries.
On June 18, 2017, the Company entered into a Definitive Acquisition Agreement (the “Agreement”) involving the internet domain and brand Bitreturn. The Agreement represents the Company’s development of a plan to create a technology business in mining digital currency with an operating name of BitReturn. The Company issued 10,000,000 shares of restricted common stock as payment under the terms of the Agreement. The Company is also to make cash payments totaling $350,000 under the terms of the Agreement, which is to be paid as follows, $200,000 from the first $500,000 raised by private placements, and the final portion of $150,000 within six months or when a cumulative amount of $1,000,000 has been raised by private placements.
BitReturn is engaged in the business of designing, marketing and employing blockchain applications. BitReturn is planning a multiphased rollout of blockchain applications. Its Phase One plan is to develop cash flow by the “mining” of cryptocurrencies that were developed by blockchain technology and then to phase in commercial business and personal blockchain applications developed by our technical team. In order to mine digital currencies effectively, BitReturn plans to employ Graphic Processors (GPUs) in a facility that is to be leased in Kamloops, British Columbia. The facility is believed to be secure, with available uninterruptible power for our operations. Cryptocurrency mining is intended to run 24 hours a day, 7 days a week by numerous processors arrayed in a 7 or 13 GPU per rig configuration.
Employees
As of April 30, 2017, we had no employees. Our officers provided services to our company on a contract basis as needed.
- 1 -
Emerging Growth Company
We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. 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.
Jumpstart Our Business Startups Act of 2012.
The JOBS Act permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. Pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company.” This election will permit us to delay the adoption of new or revised accounting standards that will have different effective dates for public and private companies until such time as those standards apply to private companies. Upon the issuance of a new or revised accounting standard that applies to our financial statements and has a different effective date for public and private companies, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt said accounting standard. We may take advantage of the extended transition period until the first to occur of the date we (i) are no longer an “emerging growth company” or (ii) affirmatively and irrevocably opt out of the extended transition period. Consequently, our financial statements may not be comparable to companies that comply with public company effective dates.
For additional discussion regarding the JOBS Act and the exemptions available to “emerging growth companies” thereunder, please refer to the risk factor entitled “We are an “emerging growth company” and we cannot be certain if we will be able to maintain such status or if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.”
Item 1A. Risk Factors.
Not required for smaller reporting companies.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
We currently require only limited office space for the administration of our business. This space is currently provided to us free of charge at the office of Mr. Sangha, a officer and director of the company.
The Bitreturn operations are currently conducted within a 10,000 square foot Tier 3 Datacenter located at 765 Lorne Street, Kamloops, B.C. Canada.
Item 3. Legal Proceedings.
None.
Item 4. Mine Safety Disclosures
Not applicable.
Part II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
There is currently no trading market for our common stock and there is no assurance that a regular trading market will ever develop. OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
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To have our common stock listed on any of the public trading markets, including the OTC Markets, we will require a market maker to sponsor our securities. We have not yet engaged any market maker to sponsor our securities, and there is no guarantee that our securities will meet the requirements for quotation or that our securities will be accepted for listing on the OTC Markets. This could prevent us from developing a trading market for our common stock.
Holders
As of August 14, 2017, there were 25 holders of record of our common stock.
Equity Compensation Plan Information
The Company does not have any equity compensation plans.
Dividend Policy
To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.
Item 6. Selected Financial Data.
Not required for smaller reporting companies.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Company Overview
We were incorporated in the State of Florida on April 8, 2013, with a fiscal year end of April 30. Until June 2017, we had not established any business operations and had not achieved any revenues. Until then, we were in the process of identifying and evaluating feasible business opportunities in the consumer products and technology industries.
On June 18, 2017, the Company entered into a Definitive Acquisition Agreement (the “Agreement”) involving the internet domain and brand Bitreturn. The Agreement represents the Company’s development of a plan to create a technology business in mining digital currency with an operating name of BitReturn. The Company issued 10,000,000 shares of restricted common stock as payment under the terms of the Agreement. The Company is also to make cash payments totaling $350,000 under the terms of the Agreement, which is to be paid as follows, $200,000 from the first $500,000 raised by private placements, and the final portion of $150,000 within six months or when a cumulative amount of $1,000,000 has been raised by private placements.
BitReturn is engaged in the business of designing, marketing and employing blockchain applications. BitReturn is planning a multiphased rollout of blockchain applications. Its Phase One plan is to develop cash flow by the “mining” of cryptocurrencies that were developed by blockchain technology and then to phase in commercial business and personal blockchain applications developed by our technical team. In order to mine digital currencies effectively, BitReturn plans to employ Graphic Processors (GPUs) in a facility that is to be leased in Kamloops, British Columbia. The facility is believed to be secure, with available uninterruptible power for our operations. Cryptocurrency mining is intended to run 24 hours a day, 7 days a week by numerous processors arrayed in a 7 or 13 GPU per rig configuration.
Critical Accounting Policies
See “Footnotes” section to the financial statements for a complete summary of the significant accounting policies used in the presentation of our financial statements. The summary is presented to assist the reader in understanding the financial statements. The accounting policies used conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Because of our election to not opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, our financial statements may not be comparable to companies that comply with public company effective dates.
Concentrations, Risks, and Uncertainties
The Company did not have a concentration of business with suppliers or customers constituting greater than 10% of the Company’s gross sales during the reporting period.
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Stock Based Compensation
For purposes of determining the variables used in the calculation of stock compensation expense under the provisions of FASB ASC Topic 505, “Equity” and FASB ASC Topic 718, “Compensation — Stock Compensation,”management would perform an analysis of current market data and historical company data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, management uses these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted, any fluctuations in these calculations could have a material effect on the results presented in the Company’s statement of operations and other comprehensive income. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on the Company’s financial statements.
Recently Issued Accounting Standards:
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Results of Operations
The following discussion of the Company’s financial condition and the results of operations should be read in conjunction with the Financial Statements and Notes thereto appearing elsewhere in this document.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that in addition to the description of historical facts contained herein, this report contains certain forward-looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company’s other filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those, described in the forward-looking statements. These factors include, among others: (a) the Company’s fluctuations in sales and operating results; (b) risks associated with international operations; (c) regulatory, competitive and contractual risks; (d) product development risks; (e) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments through a combination of enhanced sales force, new products, and customer service; and (f) pending litigation.
Management’s Plan of Operation
We do not have adequate funds to satisfy our working capital requirements for the next twelve months.
As of April 30, 2017, we had not yet begun the development of any of our anticipated services. In June 2017, the Company acquired BitReturn.
Results of Operations
There is no historical financial information about us upon which to base an evaluation of our performance. We have incurred expenses of $81,974 and $39,370 in our operations for the years ended April 30, 2017 and 2016, respectively.
We did not generate any revenues from our operations for the years ended April 30, 2017 or 2016. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies.
Since inception, the majority of our time has been spent refining its business plan and preparing for a primary financial offering.
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Our results of operations are summarized below:
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| For the Year Ended April 30, 2017 |
| For the Year Ended April 30, 201 |
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Revenue |
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Cost of Revenue |
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Expenses |
| $ | 81,974 |
| $ | 39,370 |
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Net Loss - |
| $ | (81,974 | ) | $ | (39,370 | ) |
Net Loss per Share - Basic and Diluted |
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| (0.00 | ) |
| (0.00 | ) |
Weighted Average Number Shares Outstanding - Basic and Diluted |
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| 80,789,041 |
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| 80,000,000 |
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Liquidity and Capital Resources
As of April 30, 2017, we had not generated any revenues from our business operations. As at April 30, 2017, there were 83,000,000 shares of common stock issued and outstanding. Total cash proceeds received from common share issuance since inception to April 30, 2017 is $76,500.
As of April 30, 2017, we had no cash on hand. Our cash was not sufficient to meet the obligations associated with being a company that is fully reporting with the SEC. We believe we will require additional financing in the form of share issuance proceeds or advances from our directors.
Our business expansion will require significant capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure. Despite our current financial status we believe that we may be able to issue notes payable or debt instruments in order to start executing our business plan. However, there can be no assurance that we will be able to raise money in this fashion and have not entered into any agreements that would obligate a third party to provide us with capital.
During the year ended April 30, 2017, we spent $81,974 on general and administrative operating expenses. We relied on loans to fund general and administrative operating expenses. As of April 30, 2017, we had no working capital.
As of April 30, 2017, the Company had no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.
Our independent auditor has expressed doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
Critical Accounting Policies
As of April 30, 2017, there were no critical accounting policies.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not required for smaller reporting companies.
Item 8. Financial Statements and Supplementary Data.
The financial statements required by this Item 8 are included at the end of this Annual Report on Form 10-K beginning on page F-1.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.IV
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of disclosure controls and procedures as of April 30, 2017 pursuant to Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for the preparation of our consolidated financial statements and related information. Management uses its best judgment to ensure that the consolidated financial statements present fairly, in material respects, our financial position and results of operations in conformity with generally accepted accounting principles. Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Exchange Act. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.
Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention of or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
Under the supervision of management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission and subsequent guidance prepared by the Commission specifically for smaller public companies. Based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of April 30, 2017, primarily as a result of the fact that, as of April 30, 2017, we werea shell company and had limited resources, including the absence of a financial staff with accounting and financial expertise.
To the extent reasonably possible, given our limited resources, our goal is to bring on additional financial staff and expand our current board of directors to include additional individuals willing to perform directorial functions. Since the recited remedial actions will require that we hire or engage additional personnel, this material weakness may not be overcome in the near term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside professionals and consultants.
This annual report on Form 10-K does not include an attestation report of our independent auditors regarding internal control over financial reporting. Because the Company is a smaller reporting company, management’s report was not subject to attestation by our independent auditors.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the year ended April 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Item 9B. Other Information.
None.
Part III
Item 10. Directors, Executive Officers and Corporate Governance.
Officers and Directors
Our officers and directors will serve until a successor is elected and qualified. Our officers are elected by the board of directors to a term of one year and serve until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation committees.
The name, address, age and position of our president, secretary/treasurer, directors and vice president is set forth below:
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Business Experience
Harpreet Sangha.Mr. Sangha has been a founder, CEO and board member of several public companies and brings 31 years of entrepreneurial, operational and capital market experience to Envoy Group Corp. In 1986 he started his career as Investment Advisor and gained his affinity for raising capital for numerous startups and early stage public companies. Mr. Sangha departed this position in March 2006 to apply his unique ability of bringing capital to early stage projects and founded Douglas Lake Minerals. In the role of CEO, his leadership in Douglas Lake overcame rigorous operational challenges in the African environment and brought the value of the company to $240 million. He has also served as CEO, Secretary, and director of Sharprock Resources Inc. (OTCBB: SHRK) where he raised capital to explore a preproduction gold project in the Chukotka Region of Russia. He joined Rango Energy, Inc. in 2012 as Chairman of the Board and Chief Executive Officer. Mr. Sangha has established many valuable contacts and relationships with institutional clients worldwide.
Matt deFouw.Mr. deFouw has wide-ranging business development and operational experience having worked throughout North America. Mr. deFouw has served as a director and in management for a number of private sector companies and has played a key role in successfully raising millions of dollars in equity. His experience has included various executive, technical and managerial positions within several technology companies. Mr. deFouw has been responsible for the direct expenditure and budgeting of millions of dollars. Mr. deFouw is the current chair of a government funded technology accelerator network in the interior of British Columbia, is a director and Vice President of a government funded senior’s housing society, and is the acting president and director of a youth sports organization with more than 500 members.
Board Committees
Our Board of Directors has not yet appointed an audit committee, a compensation committee, or a nominating and corporate governance committee due to the small size of the Company and our Board. We have no current plans to establish an independent audit committee, compensation committee or corporate governance committee.
Code of Ethics
The Board of Directors adopted a Code of Ethics for the Company on April 8, 2013.
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Item 11. Executive Compensation.
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.
2016 SUMMARY COMPENSATION TABLE | ||||||||||||||||||
Name and principal position |
| Year |
| Salary ($) |
| Bonus ($) |
| Stock Awards ($) |
| Option Awards ($) |
| Non-Equity Incentive Plan Compensation ($) |
| Nonqualified Deferred Compensation Earnings ($) |
| All Other Compensation ($) |
| Total ($) |
Harpreet Sangha, |
| 2016 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
CEO & CFO |
| 2015 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
We do not have employment agreements with any of our executive officers. We also do not have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans. However, we may adopt plans in the future.
Outstanding Equity Awards At Fiscal Year-end Table
At the end of our last completed fiscal year, our named executive officer did not have any outstanding unexercised options, stock that has not vested, or equity incentive plan awards.
Compensation of Directors
Our directors did not receive any compensation for their services as a directors of the Company.
Background and Qualifications of Directors.
When considering whether directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board of Directors focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. As more specifically described in the biographies set forth above, our directors possess relevant knowledge and experience in the finance, accounting and business fields generally, which we believe enhances the Board’s ability to oversee, evaluate and direct our overall corporate strategy.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table provides the names and addresses of each person known to Envoy to own more than 5% of the outstanding common stock as of August 11, 2017 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
Name and Address of Shareholders |
| Amount and Nature of Shareholders Ownership |
| Percent of Class |
|
Harpreet Sangha |
| 35,000,000 |
| 36% |
|
75 East Agate Avenue, #405 |
|
|
|
|
|
Las Vegas, NV 89123 |
|
|
|
|
|
|
|
|
|
|
|
Matt deFouw |
| 7,500,000 |
| 7.7% |
|
2704 Qu’Appelle Blvd. |
|
|
|
|
|
Kamloops, BC |
|
|
|
|
|
V2E-2J9, Canada |
|
|
|
|
|
|
|
|
|
|
|
All executive officers and directors as a group (2 persons) |
| 42,500,000 |
| 41.7% |
|
- 8 -
Item 13. Certain Relationships and Related Transactions, and Director Independence.
As at April 30, 2017, the Company was indebted to the majority shareholder in the amount of $1,872 (2016 - $23,236) for advances of working capital and expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand.
Director Independence
We intend to quote our securities on the OTC Bulletin Board, which does not have any director independence requirements. Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.
Item 14. Principal Accountant Fees and Services.
The following table shows what the auditor billed for the audit and other services for the years ended April 30, 2016 and 2017.
| Year Ended April 30, 2017 |
| Year Ended April 30, 2016 |
| ||
Audit Fees | $ | 14,500 |
| $ | 13,984 |
|
Audit-Related Fees |
| — |
|
| — |
|
Tax Fees |
| 1,750 |
|
| 2,996 |
|
All Other Fees |
| — |
|
| — |
|
Total | $ | 16,250 |
| $ | 16,980 |
|
Audit Fees — This category includes the audit of the Company’s annual financial statements, review of financial statements included in the Company’s Form 10-Q Quarterly Reports and services that are normally provided by the independent auditors in connection with engagements for those years.
Audit-Related Fees — N/A
Tax Fees — N/A
Overview — The Company’s Board reviews, and in its sole discretion pre-approves, our independent auditors’ annual engagement letter including proposed fees and all audit and non-audit services provided by the independent auditors. Accordingly, all services described under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” were pre-approved by our Company’s Board. The Board may not engage the independent auditors to perform the non-audit services proscribed by law or regulation.
Part IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Financial Statements.
Report of Independent Registered Public Accounting Firm |
|
F-2 | |
Balance Sheets |
|
F-3 | |
Statements of Operations |
|
| F-4 |
Statements of Stockholders’ Deficit | F-5 |
Statements of Cash Flows |
|
F-6 | |
Notes to the Financial Statements |
|
- 9 -
(b) Exhibits
Exhibit
|
| Description |
3.1(i) |
| Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s registration statement on Form S-1 filed with the Commission on May 23, 2013). |
3.1(ii) |
| Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.3 to the registrant’s Current Report on Form 8-K filed with the Commission on June 9, 2014). |
3.1(iii) | Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Commission on December 1, 2017). | |
3.2 |
| By-Laws (incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form S-1 filed with the Commission on May 23, 2013). |
4.1 | Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the registrant’s registration statement on Form S-1 filed with the Commission on May 23, 2013). | |
4.2 | Senior Secured Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the Commission on December 15, 2017) | |
4.3 | Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed with the Commission on December 15, 2017) | |
4.4 | Security Agreement (incorporated by reference to Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed with the Commission on December 15, 2017) | |
4.5 | Intellectual Property Security Agreement (incorporated by reference to Exhibit 4.4 to the registrant’s Current Report on Form 8-K filed with the Commission on December 15, 2017) | |
4.6 | Subsidiary Guarantee Agreement (incorporated by reference to Exhibit 4.5 to the registrant’s Current Report on Form 8-K filed with the Commission on December 15, 2017) | |
4.7 | Form of Senior Secured Convertible Promissory Note issued to Bellridge Capital, L.P. in November 2017 (incorporated by reference to Exhibit 4.7 to the registrant’s Registration Statement on Form S-1 filed with the Commission on April 24, 2018) | |
4.8 | Form of Financial Advisory Common Stock Purchase Warrant issued to Aegis Capital Corp. (incorporated by reference to Exhibit 4.8 to the registrant’s Registration Statement on Form S-1 filed with the Commission on April 24, 2018) | |
4.9 | Form of Common Stock Purchase Warrants issued to Bellridge Capital, L.P. in April 2017 (incorporated by reference to Exhibit 4.9 to the registrant’s Registration Statement on Form S-1 filed with the Commission on April 24, 2018) | |
4.10 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.10 to the registrant’s Current Report on Form 10-K filed with the Commission on June 30, 2020) | |
10.1 |
| Definitive Acquisition Agreement dated June 18, 2017 by and among the registrant and the BitReturn shareholders (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on June 27, 2017). |
10.2 | Securities Purchase Agreement dated November 27, 2017 by and among the registrant and Black Cactus, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on December 15, 2017) | |
10.3 | Registration Rights Agreement dated November 27, 2017 by and among the Registrant and Black Cactus, LLC (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Commission on December 15, 2017) | |
10.4 | Amendment to Registration Rights Agreement, dated November 27, 2017 (Amendment dated April 13, 2018) (incorporated by reference to Exhibit 10.4 to the registrant’s Registration Statement on Form S-1 filed with the Commission on April 24, 2018) |
- 2 -
continued
Exhibit | Description | |
10.5 | Amendment to Securities Purchase Agreement, dated November 27, 2017 (Amendment dated April 5, 2018) (incorporated by reference to Exhibit 10.5 to the registrant’s Registration Statement on Form S-1 filed with the Commission on April 24, 2018) | |
10.6 | Securities Purchase Agreement, dated April 5, 2018 (incorporated by reference to Exhibit 10.6 to the registrant’s Registration Statement on Form S-1 filed with the Commission on April 24, 2018) | |
10.7 | Registration Rights Agreement, dated April 13, 2018 (incorporated by reference to Exhibit 10.7 to the registrant’s Registration Statement on Form S-1 filed with the Commission on April 24, 2018) | |
10.8 | Software License Agreement, dated August 24, 2019, between Charteris, Mackie, Baillie & Cummins Limited and Black Cactus Global, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report for the quarter ended October 31, 2018 filed with the Commission on June 29, 2020) | |
10.9 | Assignment Agreement, dated November 15, 2019, between Charteris, Mackie, Ballie & Cummins Limited and Black Cactus Global, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report for the quarter ended October 31, 2018 filed with the Commission on June 29, 2020) | |
10.10 | Waiver and Agreement, dated June 29, 2020, by and between Black Cactus Global, Inc. and Charteris, Mackie, Baillie and Cummins Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 13, 2020) | |
10.11 | ||
10.12 | ||
21.1 | Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the registrant’s Current Report on Form 10-K filed with the Commission on June 30, 2020) | |
31.1 * |
| |
|
| |
32.1 * | ||
32.2 * | ||
101.INS |
| XBRL Instance File |
101.SCH |
| XBRL Schema File |
101.CAL |
| XBRL Calculation File |
101.DEF |
| XBRL Definition File |
101.LAB |
| XBRL Label File |
101.PRE |
| XBRL Presentation File |
__________
* filed herewith
(1) filed previously as an Exhibit to the Form 10-K.
- 3 -
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
| |||
|
|
| |||
Date: February 19, 2021 | |||||
|
|
| |||
|
| ||||
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.
|
|
| ||
|
| Lawrence P. Cummins, Chief Executive Officer and Director (Principal Executive Officer) | ||
|
|
| ||
|
|
|
| |
|
|
| ||
Date: February 19, 2021 | By: | /s/ Jeremy Towning | ||
|
|
| ||
|
|
| Jeremy Towning, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) |
- 104 -
ENVOY GROUP CORP.
INDEX TO THE FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm |
|
|
|
Balance Sheets |
|
|
|
Statements of Operations and Comprehensive Loss |
|
|
|
Statements of Stockholders’ Deficit |
|
|
|
Statements of Cash Flows |
|
|
|
Notes to the Financial Statements |
|
Report of Independent Registered Public Accounting FirmREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Boardstockholders and the board of Directors and Stockholdersdirectors of
Envoy Group Corp.Black Cactus Global, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets Envoy Group Corp.of Black Cactus Global, Inc. (the “Company”) as of April 30, 20172020 and 2016 and2019, the related statements of operations and comprehensive loss, stockholders’ deficit and cash flows for the years then ended. These financial statements areended, and the responsibility ofrelated notes (collectively referred to as the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)“financial statements”). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 Envoy Group Corp.the Company as of April 30, 20172020 and 2016,2019, and the results of its operations and its cash flows for the years ended then, ended in conformity with accounting principles generally accepted in the United States.States of America.
Explanatory Paragraph – Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discusseddescribed in Note 2 to the financial statements,Company has not generated revenue or cash flow from operations since inception. As at April 30, 2020, the Company has a working capital deficiency of $2,905,112 and an accumulated deficit and has accumulated losses since inception.of $11,082,293. These factorsconditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discusseddescribed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Manning ElliottElliot LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, British Columbia, Canada
August 11, 2017
July 29, 2020
We have served as the Company’s auditor since 2015.
ENVOY GROUP CORP.BLACK CACTUS GLOBAL, INC.
BALANCE SHEETS
(Expressed in U.S. Dollars)
|
| April 30, |
| April 30, |
|
| April 30, |
| April 30, |
| ||||
|
| 2017 |
| 2016 |
|
| 2020 |
| 2019 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 3 |
| $ | — |
|
| $ | — |
| $ | — |
|
|
|
|
|
|
|
|
| |||||||
Prepaid expenses and other assets (Note 6) |
|
| 5,331 |
|
| 3,230 |
| |||||||
TOTAL ASSETS |
| $ | 3 |
| $ | — |
|
| $ | 5,331 |
| $ | 3,230 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
| |||||||
LIABILITIES |
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
| $ | 37,151 |
| $ | 39,754 |
| |||||||
Due to related party (Note 4) |
|
| 1,872 |
|
| 23,236 |
| |||||||
Loans payable (Note 5) |
|
| 32,916 |
|
| 11,113 |
| |||||||
Total Current Liabilities |
|
| 71,939 |
|
| 74,103 |
| |||||||
|
|
|
|
|
|
|
| |||||||
Loans payable (Note 5) |
|
| 33,782 |
|
| — |
| |||||||
TOTAL LIABILITIES |
|
| 105,721 |
|
| 74,103 |
| |||||||
Accounts payable and accrued liabilities (Note 8) |
| $ | 380,150 |
| $ | 348,195 |
| |||||||
Amount payable for BitReturn (Note 11) |
|
| 350,000 |
|
| 350,000 |
| |||||||
Convertible debentures (Note 10) |
|
| 2,091,477 |
|
| 1,593,843 |
| |||||||
Loans payable (Note 9) |
|
| 88,816 |
|
| 64,076 |
| |||||||
Total Liabilities |
|
| 2,910,443 |
|
| 2,356,114 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, of which |
|
| — |
|
| — |
| |||||||
Common stock, $0.0001 par value; 240,000,000 shares authorized; |
|
| 8,300 |
|
| 8,000 |
| |||||||
Share subscriptions received |
|
| 14,000 |
|
| — |
| |||||||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, of which |
|
| — |
|
| — |
| |||||||
Common stock, $0.0001 par value; 490,000,000 shares authorized; |
|
| 16,608 |
|
| 16,608 |
| |||||||
Shares issuable (Note 12 (d)) |
|
| 420,000 |
|
| 420,000 |
| |||||||
Additional paid-in capital |
|
| 74,559 |
|
| 38,500 |
|
|
| 7,740,573 |
|
| 7,696,236 |
|
Accumulated deficit |
|
| (202,577 | ) |
| (120,603 | ) |
|
| (11,082,293 | ) |
| (10,485,728 | ) |
Total Stockholders’ Deficit |
|
| (105,718 | ) |
| (74,103 | ) |
|
| (2,905,112 | ) |
| (2,352,884 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ | 3 |
| $ | — |
|
| $ | 5,331 |
| $ | 3,230 |
|
Going Concernconcern (Note 2)
Commitments (Note 12)
Subsequent Eventevents (Note 9)16)
The accompanying notes are an integral part of these financial statements.
ENVOY GROUP CORP.BLACK CACTUS GLOBAL, INC.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in U.S. Dollars)
|
| For the Years Ended April 30, |
| ||||
|
| 2017 |
| 2016 |
| ||
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
General and administrative |
| $ | 56,905 |
| $ | 10,443 |
|
Professional fees |
|
| 25,069 |
|
| 28,927 |
|
|
|
|
|
|
|
|
|
NET LOSS AND COMPREHENSIVE LOSS |
| $ | (81,974 | ) | $ | (39,370 | ) |
|
|
|
|
|
|
|
|
NET LOSS PER COMMON SHARE, BASIC AND DILUTED |
| $ | (0.00 | ) | $ | (0.00 | ) |
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED |
|
| 80,789,041 |
|
| 80,000,000 |
|
The accompanying notes are an integral part of these financial statements.