UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

___________

 

FORM 10-Q

 

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

For the quarterly period ended June 30, 2013

OR

T
For the quarterly period ended September 30, 2013
OR
£TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ______________

 

For the transition period from ________________ to ______________

EASTERN WORLD SOLUTIONS,BANJO & MATILDA, INC.

(Exact Name of Company as Specified in Charter)

 

Nevada 000-54277 27-1519178
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

 

3330 South Federal Highway, Suite 220, Boynton Beach, Florida 77429
(Address of principal executive offices) (Zip Code)

 

Company’s telephone number, including area code:(561) 289-4161

 

NAEastern World Solutions, Inc.

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

 

Indicate by check mark whether the Company (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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesST No£

 

Indicate by check mark whether the Company 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 Company was required to submit and post such files). YesS No£   No T

 

Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer£Accelerated filer£Non-accelerated filer£Smaller reporting companyST

 

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act)

.YesT   No £ NoS

 

The number of common shares of the Company, par value US$ .00001 per share, outstanding at August 16,November 13, 2013 was 11,500,000

11,500,000.

 

 
 

 

ENCOM GROUP,

BANJO & MATILDA, INC.

fka Eastern World Solutions Inc.

 

FORM 10-Q FOR THE QUARTER ENDED JUNESEPTEMBER 30, 2013

 

INDEX

 

  Page
 PART I – FINANCIAL INFORMATION 
   
Item 1Financial Statements3
 Balance Sheets (Unaudited) at JuneSeptember 30. 2013 and December 31, 201234
 Statements of Expenses (Unaudited) for the Three and SixNine Months ended JuneSeptember 30, 2013 and JuneSeptember 30, 2012 and the period from December 18, 2009 (inception) through JuneSeptember 30, 201345
 Statements of Cash Flows (Unaudited) for the SixNine Months ended JuneSeptember 30, 2013 and JuneSeptember 30, 2012 and the period from December 18, 2009 (inception) through JuneSeptember 30, 201356
 Notes to the Financial Statements67
   
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations78
Item 3Quantitative and Qualitative Disclosures about Market Risk10
Item 4Controls and Procedures1011
   
 

PART II – OTHER INFORMATION

   
Item 1Legal Proceedings11
Item 2Unregistered Sales of Equity Securities and Use of Proceeds11
Item 3Defaults Upon Senior Securities11
Item 4Mine Safety Disclosures11
Item 5Other Information1112
Item 6Exhibits1112
   
 Signature12

2

 

FORWARD LOOKING STATEMENTS

 

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements���statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. Among the factors that could cause actual results to differ materially from the forward-looking statements are the following: the Company’s ability to obtain necessary capital, the Company’s ability to meet anticipated development timelines, the Company’s ability to protect its proprietary technology and knowhow; the Company’s ability to identify and develop a network of licensed physicians, the Company’s ability to establish a global market, clinical trial results, the Company’s ability to successfully consummate future acquisitions and such other risk factors identified from time to time in the Company’s reports filed with the Securities and Exchange Commission, including those filed with this Form 10-Q quarterly report. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

 

 

 

 

23
 

 

EASTERN WORLD SOLUTIONS, INC.PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

BANJO & MATILDA, INC

fka Eastern World Solutions Inc.

BALANCE SHEETS

(A DEVELOPMENT STAGE COMPANY)

(Unaudited)

 

 June 30, 2013 December 31, 2012  September 30, 2013 December 31, 2012 
ASSETS             
             
Total assets $  $  $  $ 
                
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
                
Current liabilities                
Accounts payable and accrued expenses $3,827  $6,658  $2,868  $6,658 
Accrued liabilities- related party  3,296   3,296   3,296   3,296 
Advances  26,837   15,079   31,664   15,079 
Total current liabilities  33,960   25,033   37,828   25,033 
                
                
Stockholders’ deficit                
Preferred stock $0.00001 par value: 100,000,000 shares Authorized, none issued and outstanding            
Common stock, $0.00001 par value 100,000,000 shares authorized, 11,500,000 issued and outstanding  115   115   115   115 
Additional paid-in capital  76,304   76,304   76,304   76,304 
Accumulated deficit  (110,379)  (101,452)  (114,247)  (101,452)
Total stockholders’ deficit  (33,960)  (25,033)  (37,828)  (25,033)
                
Total liabilities and stockholders’ deficit $  $  $  $ 

The accompanying notes are an integral part of the unaudited financial statements.

4

BANJO & MATILDA, INC.

fka Eastern World Solutions Inc.

STATEMENTS OF EXPENSES

(A DEVELOPMENT STAGE COMPANY)

(UNAUDITED)

  Three Months Ended  Nine Months Ended  From December 18, 2009 (Inception) Thru 
  September 30,  September 30,  September 30 
  2013  2012  2013  2012  2013 
                
General & administrative expenses  3,868   18,400   12,795   28,870   112,928 
                     
Loss from operations  (3,868)  (18,400)  (12,795)  (28,870)  (112,928)
                     
Other income (expense)                 
Interest expense                (1,319)
Total other income (expense)              (1,319)
                     
Net loss $(3,868) $(18,400) $(12,795) $(28,870) $(114,247)
                     
Income (Loss) per common share                    
Basic and diluted $(0.00) $(0.00) $(0.00) $(0.00)    
                     
Weighted average number of common shares outstanding basic and diluted  11,500,000   11,500,000   11,500,000   11,500,000     

 

 

The accompanying notes are an integral part of the unaudited financial statementsstatements.

 

35
 

 

EASTERN WORLD SOLUTIONS, INC.

BANJO & MATILDA, INC

fka Eastern World Solutions Inc.

STATEMENTS OF EXPENSESCASH FLOWS

(A DEVELOPMENT STAGE COMPANY)

(UNAUDITED)

  Three Months Ended  Six Months Ended  From
December 18, 2009
(Inception)
 
  June 30,  June 30,  Thru June 30, 
  2013  2012  2013  2012  2013 
                
General & administrative expenses  4,708   368   8,927   10,470   109,060 
                     
Loss from operations  (4,708)  (368)  (8,927)  (10,470)  (109,060)
                     
Other income (expense)                    
Interest expense              (1,319)
Total other income (expense)              (1,319)
                     
Net loss $(4,708) $(368) $(8,927) $(10,470) $(110,379)
                     
Income (Loss) per common share
basic and diluted
 $(0.00) $(0.00) $(0.00) $(0.00)    
                     
Weighted average number of common shares outstanding
basic and diluted
  11,500,000   11,500,000   11,500,000   11,500,000     

 

  Nine Months  From December 18, 2009 (Inception) thru 
  Ended September 30,  September 30, 
  2013  2012  2013 
Cash Flows From Operating Activities:            
Net loss $(12,795) $(28,870) $(114,247)
Adjustments to reconcile net loss to net cash used in operating activities:            
Changes in operating assets and liabilities:            
Accounts payable  (3,790)  (1,569)  2,868 
Advances  16,585        
Accrued expense        1,319 
             
Net cash used in operating activities     (30,439)  (110,060)
             
             
Cash Flows From Financing Activities:            
Proceeds from notes payable – related parties        38,296 
Payments on notes payable – related parties        (35,000)
Sale of common stock        75,100 
Advances     18,400   31,664 
             
Net cash provided by financing activities     18,400   110,060 
             
Net increase (decrease) in cash     (12,039)   
Cash at beginning of period     12,039    
Cash at end of period $  $  $ 
Supplemental schedule of cash flow information:            
Interest paid $  $   
Income taxes paid $  $   

 

The accompanying notes are an integral part of the unaudited financial statementsstatements.

 

46
 

 

EASTERN WORLD SOLUTIONS,

BANJO & MATILDA, INC.

STATEMENTS OF CASH FLOWSfka Eastern World Solutions Inc. 

(A DEVELOPMENT STAGE COMPANY)

(UNAUDITED)

     
  Six Months Ended
June 30,
  From
December 18, 2009
(Inception) thru
June 30,
 
  2013  2012  2013 
Cash Flows From Operating Activities:            
Net loss $(8,927) $(10,470) $(110,379)
Adjustments to reconcile net loss to net cash used in operating activities:            
Changes in operating assets and liabilities:            
Accounts payable  (2,831)  (1,569)  3,827 
Advances  11,758      11,758 
Accrued expense        1,319 
             
Net cash used in operating activities    (12,039)  (93,475)
             
             
Cash Flows From Financing Activities:            
Proceeds from notes payable – related parties        38,296 
Payments on notes payable – related parties        (35,000)
Sale of common stock        75,100 
Advances        15,079 
             
Net cash provided by financing activities        93,475 
             
Net increase (decrease) in cash     (12,039)   
Cash at beginning of period     12,039    
Cash at end of period $  $  $ 
Supplemental schedule of cash flow information:            
Interest paid $  $     
Income taxes paid $  $     
             
Supplemental Disclosure of Non-Cash Activity:            

The accompanying notes are an integral part of the unaudited financial statements

5

EASTERN WORLD SOLUTIONS, INC.

NOTES TO THE FINANCIAL STATEMENTS

(A DEVELOPMENT STAGE COMPANY)

JuneSeptember 30, 2013

UNAUDITED

 

NOTE 1 – BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

 

The accompanying unaudited consolidated financial statements include the accounts ofBanjo & Matilda, Inc. (fka Eastern WorldWrold Solutions, Inc. (“Eastern”) and its wholly owned subsidiaries. These financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information using the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all of the information and footnote disclosures required by U.S. GAAP and should be read in conjunction with the financial statements and the summary of significant accounting policies and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012.References to "” the "Company," "we," "us," "our" and "ours" refer to Encom Group,Banjo & Matilda, Inc.In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.

 

The Company was incorporated in Nevada on December 18, 2009 under the name Eastern World Group, Inc. On September 24, 2013, the Company’s name was changed to Banjo & Matilda, Inc.

The operating results presented for the sixnine months ended JuneSeptember 30, 2013 may not necessarily be indicative of the results that may be expected for the year ended December 31, 2013.

 

NOTE 2 – GOING CONCERN

 

As shown in the accompanying financial statements, the Company has an accumulated deficit of $110,379$114,247 as of JuneSeptember 30, 2013. Unless profitability and increase in shareholders’ equity continues, these conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 3 – ADVANCES

 

During the period ending JuneSeptember 30, 2013, threetwo individuals advanced the Company a total of $11,758.$16,585. The advances are payable on demand and bear no interest. As of JuneSeptember 30, 2013, $30,133$31,664 is due to the lenders. Of this amount,

NOTE 4 – ADVANCES- RELATED PARTY

As of September 30, 2013, $3,296 wasis due to a related party. This amount is unsecured, noninterest bearing, and due on demand.

6

 

ITEM 2:2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS

 

The following discussion summarizes the financial position of Eastern World Solutions,Banjo & Matilda, Inc. as of JuneSeptember 30, 2013 and should be read in conjunction with the unaudited consolidated interim financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the consolidated financial statements and accompanying notes to our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

 

The Company

 

Banjo & Matilda, Inc. (“Banjo”) (fka Eastern World Solutions, Inc. (“Eastern”) is a development stage company and was organized to engage in creating, marketing and selling of proprietary engagement marketing technologies and or acquiring complementary technologies and or other companies focused on the development and marketing of such technologies. References to "Eastern”"Banjo” the "Company," "we," "us," "our" and "ours" refer to Eastern World Solutions,Banjo & Matilda, Inc.

The Company is a development stage company that was incorporated in the State of Nevada on December 18, 2009 under the name Eastern World Solutions, Inc. The founding management group and Board of Directors planned to develop a website (www.skiwear4you.com) that would offer skiwear at retail prices to customers ordering online.

 

By February of 2012, other than reserving the domain name, founding management had not commenced development of a website nor advanced the business plan past the conceptual stage. After further consideration, the founding Board of Directors, management group, and shareholders determined that its business plan was not feasible and decided to suspend operations. Consequently, the Board of Directors decided to seek out a purchaser for the business.

 

On September 19, 2012 the officers and directors of the Company resign and were replaced by new officers and directors. As part of the change in officers and directors there was a change in control of the Company. The new officers are in the process of developing a business plan to further the value of the Company. Such a plan includes the seeking out and acquiring a business that would affectively combine with the Company and provide the revenue necessary to continue operations.

 

No Operating History, Revenues or Earnings

 

As of the date hereof, we have not yet earned any operating revenues or earnings. Since our inception, most of the time and resources of new management has been spent in organizing us, obtaining interim financing and developing a business plan. Our success is dependent upon our obtaining additional financing from our operations, from placement of our equity or debt or from third party funding sources. There is no assurance that we will be able to obtain additional debt or equity financing from any source. We, during the development stage of our operations, can be expected to sustain substantial operating expenses while generating only limited operating revenues or the operating revenues generated can be expected to be insufficient to cover expenses. Thus, for the near to mid-term, unless we attain profitable operations, our financial statements will show a net operating loss.

 

As of JuneSeptember 30, 2013 we had zero cash and zero working capital. Unless we secure additional debt or equity financing it is unlikely that we will be able to continue operations in which case you may lose your entire investment. We have no commitment for either debt or equity financing. Equity financing may result in significant dilution. Debt financing may be available but on terms unacceptable to the Company.

On June 22, 2012, we entered into an Assignment, Delegation and Assumption Agreement with Encom Corporation, Randy Bayne, Mark Van Eman, Dale Roberts, Todd Bayne, Courtney Bayne, AQMEN Family Holdings, LLC, Market Street Corporate Services, LLC, Rezaurance Investments, Ltd and Spider Investments, LLC.

 

Pursuant to the Agreement, which was effective as of June 19, 2012, the Company, AQMEN Family Holdings, LLC and each of Randy Bayne, Mark Van Eman, Dale Roberts, Todd Bayne and Courtney Bayne (collectively, the “Executives”) terminated the relationships between the Company, on one hand, and AQMEN Family Holdings and the Executives, on the other hand. The relationships among the parties was previously reported by the Company in its Current Reports, dated March 27, 2012 and April 16, 2012, which were filed on April 2, 2012 and April 20, 2012, respectively.

 

The Agreement rescinded such parties’ relationships, and all agreements, understandings, contracts and memoranda from the start as if the parties never entered into any agreements, understandings, contracts or memoranda.

 

Under the Agreement, and in order to effect the purpose of the Agreement, the Company assigned to Encom Corporation (i) the business concept and business plan developed by AQMEN Family Holdings, LLC originally acquired under an agreement dated March 27, 2012, (ii) the license agreement entered into by the Company with Motion Notes, LLC on March 27, 2012 and (iii) the Purchase Option Agreement entered into by the Company with Whiteboard Labs, LLC on March 27, 2012. Encom Corporation will indemnify the Company for any liabilities or expenses in regard to the assets assigned or any obligations under such assets.

 

The Company also agreed to change its name as promptly as possible and to forbear from the use of,inter alia, “Encom” or “Avenge Media Partners”.

 

In consideration for the assignments by the Company, AQMEN Family Holdings and the Executives transferred the 8,606,250 shares they acquired on March 27, 2012 for the transfer of the business concept and business plan to the Company to the following persons: 4,303,125 shares to Jared G. Robinson and 4,303,125 shares to Neil Kleinman. Additionally, the Executives rescinded their respective employment agreements from the start as if each Executive had never entered into such employment agreement. In connection with the rescission, all of the officers and directors of the Company resigned and new officers and directors were appointed.

 

Plan of Operation

 

The Company has no operations or revenue. The Company is developing a plan to review various businesses that would complement the Company and bring an active operation and business into the Company.

 

Our objective is to look for and identify a potential acquisition candidate. The most likely target companies are those seeking the perceived benefits of a reporting company. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions, providing liquidity for stockholder and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.

In analyzing prospective business opportunities, management may consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which may be anticipated; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. This discussion of the proposed criteria is not meant to be restrictive of the virtually unlimited discretion of the Company to search for and enter into potential business opportunities.

 

The search for a target company will not be restricted to any specific kind of business entities, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict at this time the status of any business in which the Company may become engaged, whether such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

 

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, licensing agreement or other arrangement with another corporation or entity. On the consummation of a transaction, it is likely that the present management and stockholder of the Company will no longer be in control of the Company. In addition, it is likely that the officer and director of the Company will, as part of the terms of the business combination, resign and be replaced by one or more new officers and directors.

 

There can be no assurance that we will be successful in this endeavor.

 

Company Facilities

 

The Company maintains an office at 3330 South Federal Highway, Suite 220, Boynton Beach, Florida

 

Results of Operations

 

During the three and sixnine months for the period ending JuneSeptember 30, 2013, the Company had loss of $4,708$3,868 and $8,927$12,795 compared to a loss of $368$18,400 and $10,470$28,870 in the same periods in 2012. The smaller loss was due to lower cost of accounting and filing fees plus no office expenses in 2013 over the same period in 2012. Other than these expenses to execute our business plan, no other additional expenses were incurred in the three and sixnine months ended JuneSeptember 30, 2013.

 

Since inception the Company incorporated, hired the attorney, and hired the auditor for the preparation of the registration statement and prepared an internal business plan. Loss since inception is $110,379,$114,247, all of which is for legal fees, audit fees, filing fees and general office costs. At inception, the Company sold 10,000,000 common shares to its officer and sole director for $100. On December 20, 2010, a public offering was completed selling 1,500,000 shares of common stock at $0.05 per share for total proceeds of $75,000.

9

 

Liquidity and capital resources

 

The Company has yet to generate any revenues from business operations. The Company issued 10,000,000 shares of common stock through an exemption from registration contained in Section 4(2) of the Securities Act of 1933. This was accounted for as a sale of common stock. On December 20, 2010, the Company sold 1,500,000 common shares through a public offering and raised $75,100.$75,000.

 

As of JuneSeptember 30, 2013, there were no assets and $ 33,960$37,828 of liabilities in the Company. Net cash used in operating activities was $0 for the sixnine months ended JuneSeptember 30, 2013 compared to $12,039$30,439 for the same period in 2012. Net cash used from inception to JuneSeptember 30, 2013 was $93,475.$110,060.

 

Net cash provided from financing activities was $0 for the sixnine months ended JuneSeptember 30, 2013 compared to $0$18,400 in the same period in 2012. From inception through JuneSeptember 30, 2013 net cash provided by financing activities was $93,475.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

At the present time we only have one professional person on our accounting staff. While we believe that at present this is adequate support to professionally and accurately respond to our accounting needs, due to the requirements of COSO which sets standards for accounting and reporting by all companies, we must deem our controls less than adequate. COSO requires, among other things that there is redundancy and review on an internal basis to satisfy minimal standards. While we will soon be able to hire additional staff to satisfy these issues, at this time we are not in the position to do so. Based on an evaluation as of the end of the quarter ended JuneSeptember 30, 2013 we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and in providing reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, specifically the Chief Executive Officer and Chief Financial Officer and board, as appropriate to allow timely decisions regarding required disclosures.

 

As required by SEC Rule 15d-15(b), our Chief Executive Officer and Chief Financial Officer carried out an evaluation, under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of JuneSeptember 30, 2013. Based on the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer have concluded and determined that our internal controls over financial reporting, and therefore our disclosure controls and procedures, are ineffective in timely alerting them to material information required to be included in our periodic SEC filings and does not ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

 

In order to remediate these material weaknesses management plans to retain accounting and financial consultants and hire additional accounting staff later in 2013 to assist in the design and implementation of processes and controls to ensure that (a) all material transactions are properly recorded, reviewed and approved; (b) all significant accounts are reconciled on a timely basis; (c) duties are properly segregated; and, (d) complex accounting issues are properly evaluated and accounted for in accordance with GAAP.

 

PART II. -II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

NONE

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

NONE

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

NONE

 

ITEM 4. MINE SAFETY DISCLOSURE

 

NOT APPLICABLE.

11

 

ITEM 5. OTHER INFORMATION

 

NONEOn October 1, 2013 the Company filed an information statement to inform the shareholders a change in the majority of the Board without the vote of the shareholders t will occur in connection with a share exchange transaction pursuant to a letter of intent entered into on July 12, 2013 with Banjo & Matilda Pty Ltd, an Australian corporation (“Banjo & Matilda”). The Company will acquire all of the issued and outstanding shares of Banjo & Matilda from its shareholders in exchange for the issuance to the Banjo & Matilda shareholders of 18,505,539 shares of the Company’s common stock. As a condition to the closing the share exchange, the Company is required to declare and pay a stock dividend of four shares of common stock for every one share of common stock owned by stockholders of record at the close of business on October 3, 2013. The stock dividend will increase the number of issued and outstanding shares from 11,500,000 shares to 57,500,000 shares. The Company’s majority shareholder, Bradley Miller, has agreed to contribute to capital of the Company, prior to the closing of the share exchange, his 49,569,055 shares of the Company’s common stock. As a result, after the closing of the share exchange the Company will have 26,436,484 shares issued and outstanding. As of September 30, 2013 and the date of filing, the transaction had not closed.

 

ITEM 6. EXHIBITS

 

The following is a complete list of exhibits filed as part of this Form 10Q. Exhibit number corresponds to the numbers in the Exhibit table of Item 601 of Regulation S-K.

 

NumberDescription 
31.1Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley ActFiled Herewith
31.2Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley ActFiled Herewith
32Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley ActFiled Herewith

101.INSXBRL Instance DocumentFiled Herewith*
101.SCHXBRL Schema DocumentFiled Herewith*
101.CALXBRL Calculation Linkbase DocumentFiled Herewith*
101.DEFXBRL Definition Linkbase DocumentFiled Herewith*
101.LABXBRL Label Linkbase DocumentFiled Herewith*
101.PREXBRL Presentation Linkbase DocumentFiled Herewith*

_______________________

*To be furnished by amendment per Temporary Hardship Exemption under Regulation S-T.

 

 

 

12

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 Eastern World Solutions, INC.Banjo & Matilda, Inc.
   
Dated: August 16,November 13, 2013By:/s/ Jared Robinson
 Name:Name Jared Robinson
 Title: CEO /Chief Financial Officer

 

 

 

 

 

 

 

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