UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. |
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File #
MONEYLOGIX GROUP, INC.
(Exact name of registrant as specified in its charter)
| NEVADA | 33-0680443 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
9000 Keele Street, Suite 4, Concord,Ontario L4K 0B3
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (905) 761-1400
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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in rule 12b-2 of the Exchange Act (Check one):
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
Yes x No o
Indicate the number of shares outstanding of the Registrant’s common stock as of the latest practicable date.
| Class | | Outstanding at May 11, 2009 |
| Common Stock, $.001 par value | | 80,763,586 |
TABLE OF CONTENTS
| Item 1. | Financial Statements | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition | 4 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 6 |
| Item 4T. | Control and Procedures | 6 |
| | | |
| PART II— OTHER INFORMATION | |
| | | |
| Item 1 | Legal Proceedings | 7 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 7 |
| Item 3. | Defaults Upon Senior Securities | 7 |
| Item 4. | Submission of Matters to a Vote of Security Holders | 7 |
| Item 5. | Other Information | 7 |
| Item 6. | Exhibits and Reports on Form 8-K | 7 |
| | | |
| SIGNATURE | 8 |
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Basis of Presentation
The accompanying statements are presented in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring adjustments) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended March 31, 2009 are not necessarily indicative of results that may be expected for the year ending December 31, 2009.
The financial statements of the Company appear at the end of this report beginning with the Index to Financial Statements on page F-1 and ending on F-11.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
The following is management’s discussion and analysis of the financial condition and results of operations of MoneyLogix Group, Inc. for the three months ending March 31, 2009 and 2008. The following information should be read in conjunction with the reviewed financial statements for the period ending March 31, 2009 and notes thereto appearing elsewhere in this form 10-Q.
Overview
MoneyLogix Group, Inc. (“Company”, “We”, “Our”, or “MoneyLogix Group”), formerly Homelife, Inc., a corporation incorporated under the laws of Nevada, entered into a share exchange agreement on January 3, 2008 with MoneyLogix Inc., a Delaware private corporation. The reverse merger transaction effected a change of control of the Company. The accounting acquirer is MoneyLogix, Inc. and the historical operations of the Company are the operations of MoneyLogix, Inc. Pursuant to the terms of the share exchange agreement, the parties agreed to the following:
| 1. | Mr. Cimerman, the former Company Chief executive and majority shareholder, agreed to transfer 458,000 shares of the Company to the Company treasury in exchange for the spin off of all assets of the Company to Mr. Cimerman. This was executed at closing on May 28, 2008. Mr. Cimerman still had a shareholder loan to be satisfied by the Company; |
| 2. | MoneyLogix Group agreed to change the name of the Company from Homelife, Inc. to MoneyLogix Group, Inc. This was executed on January 29 th , 2008; |
| 3. | MoneyLogix Group agreed to issue 100,000,000 shares of our common stock to MoneyLogix Inc. in exchange for 100% of MoneyLogix Inc.’s issued and outstanding stock. 80,000,000 shares of the Company were issued on May 28, 2008 to MoneyLogix Inc. 100% of the shares of MoneyLogix Inc. were transferred to MoneyLogix Group making MoneyLogix Inc. a wholly owned subsidiary of the Company on May 28, 2008. On June 13, 2008, 200,000 additional shares of the Company were issued to MoneyLogix Inc. shareholders. 19,800,000 shares of the Company are still to be transferred to MoneyLogix Inc. shareholders, post agreement closure on May 28, 2008, pending changes to the number of shares authorized for issuance; |
| 4. | MoneyLogix Inc. agreed to pay to the Company $250,000 for the satisfaction of all outstanding debt of the Company, including the outstanding amount owing to Mr. Cimerman. MoneyLogix Inc. made payment of $250,000 to an agreed upon trust agent on May 28, 2008, to be released to the Company upon on the complete satisfaction of all the terms of the agreement; |
| 5. | The Company will effect a 22 to 1 reverse split of the Company’s stock. The 22 to 1 reverse stock split took place on May 28, 2008; |
| 6. | Following the 22 to 1 reverse stock split, MoneyLogix Group agreed to issue 490,310 shares of common stock (post 22-for-1 reverse stock split) to Mr. Cimerman, the former Company Chief executive and majority shareholder, in consideration for Mr. Cimerman retiring a certain portion of debt the Company owes him and cancelling 10,000 of Our Class A preferred shares and 50 of Our Class AA Preferred Shares held by Mr. Cimerman. It was agreed that the 490,310 shares issued to Mr. Cimerman shall be restricted and locked up for transfer and monetization for 24 months. |
There are no material differences in accounting treatment or federal income tax consequences from the share exchange agreement. Similarly, we were not required to obtain any federal or state regulatory approvals to complete the share exchange agreement. Accordingly, We did not obtain any reports, opinions, or appraisals relating to the fairness of the transaction because we deemed it an unnecessary and costly expense given the nature of the transaction.
During the past two years, other than the share exchange agreement described here-to-fore, there has not been any negotiations, transactions or material contracts between the Company and MoneyLogix Inc. regarding a merger, consolidation, acquisition, tender offer, election of directors or sale/transfer of material assets of either company.
MoneyLogix Group is a development stage capital investment company focussed on opportunistic acquisitions in the real estate market. MoneyLogix Group focus is creating value through timely acquisitions, investing in high-yielding value enhancement tactics, and executing the best exit strategies for each unique investment property in Canada, USA and other international countries.
It is MoneyLogix' intent to use its capital for the acquisition of undervalued residential and commercial real estate and zoned property and, with limited redevelopment, sell the acquired property at a substantial profit in the future when real estate values return to historical norms or better. Where ever possible, we will lease acquired premises to obtain rental income until such time as property values and market demands allow a divestiture of properties from our real estate portfolio that achieves a satisfactory return on investment to shareholders.
To execute the business strategy, MoneyLogix added the following individuals to its management team effective May 11th, 2009: Mike Knarr, President & Chief Executive Officer; Gary Cilevitz, Chief Financial Officer and Corporate Secretary; Tom Copeland, Executive Vice President; Adam Seanor, Executive Vice President. Concurrently, the Corporation elected Alex Haditaghi to the position of Chairman of the Board effective May 11, 2009. The Board of Directors consist of Alex Haditaghi, Mike Knarr and Gary Cilevitz as at May 11th, 2009 and are currently searching for independent directors. Majid Haditaghi resigned effectively May 12, 2009 as an officer and director.
The Company’s corporate offices are at 9000 Keele Street, Suite 4, Concord, Ontario, L4K 0B3 CANADA. Our current contact information for our office is telephone number: (905) 761-1400.
Results of Operations
The Company reported no revenue from operations during the three month period ending March 31, 2009. Comparatively, the Company reported no revenue from operations during the three month period ending March 31, 2008.
The Company incurred expenses related primarily to professional fees of $2,250 for the three month period ending March 31, 2009. Comparatively, for the three month period ending March 31, 2008, the Company reported no expenditures. The Company reported total operating expenses of $361,162 for the period from December 7, 2007 (the inception date.) to March 31, 2009.
The Company recorded a Net Loss for the three month period ending March 31, 2009 of $2,250 and a Net Loss of $0 for the three month period ending March 31, 2008. For the period from December 7, 2007 (inception date) to March 31, 2009, the Company recorded a cumulative Net Loss of $361,162.
Liquidity and Capital Resources
At March 31, 2009, we had zero cash and zero total assets. Comparatively at December 31, 2008, we had zero cash and zero total assets.
At March 31, 2009, we had $20,062 in accrued liabilities related to professional fees for a total of $20,062 in liabilities. Comparatively at December 31, 2008, the Company had $17,812 in accrued liabilities for a total of $17,812 in liabilities.
As there are no current revenues from operating activities, the Company must presently rely upon the issuance of common stock and additional capital contributions from shareholders and/or loans from shareholders and third-party lenders to meet our working capital needs. It is expected by management that the Company will need to rely upon new capital contributions to pay the accrued liabilities.
Critical Accounting Policies
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Going Concern
The Company’s financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the three month period ending March 31, 2009, the Company incurred a Net Loss of $2,250 and for the three month period ending March 31, 2008 the Company incurred a Net Loss of $0. Certain conditions noted below raise substantial doubt about the Company’s ability to continue as a going concern.
The Company’s ability to continue as a going concern is contingent upon its ability to secure additional debt or equity financing, initiate sales of its services and achieve profitable operations. Management’s plan is to secure additional funds through future debt or equity financings. Such financing may not be available or may not be available on reasonable terms to the Company. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
Off-Balance Sheet Arrangements
None.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.
ITEM 4. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2009. This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer, and chief financial officer / principal financial officer who concluded that our disclosure controls and procedures are not effective to ensure that all material information required to be filed in the quarterly Form 10-Q has been made known to them.
For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seg.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure, controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by in our reports filed under the Securities Exchange Act of 1934, as amended (the "Act") is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Based upon an evaluation conducted for the period ended March 31, 2009, our Chief Executive and Chief Financial Officer as of March 31, 2009 and as of the date of this Report, has concluded that as of the end of the periods covered by this report, we have identified the following material weakness of our internal controls:
| | · | Reliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transaction. |
| | · | Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control. |
In order to remedy our existing internal control deficiencies, as our finances allow, we will hire additional accounting staff.
Changes in Internal Controls over Financial Reporting
We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3 . DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4: SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5: OTHER INFORMATION
None.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
31.1 Certification of the CEO and CFO Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of the CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
On July 22, 2008, the Company filed a Form 8K disclosing entering into a material definitive agreement regarding a share exchange and change in control of the Company.
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, there unto duly authorized.
| MONEYLOGIX GROUP, INC. |
| | |
| By: | /s/ Majid Haditaghi |
| | Majid Haditaghi |
| | Principal Executive Officer, |
| | President, Secretary and Director |
Dated: May 11, 2009
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.
| NAME | | TITLE | | DATE |
| | | | | |
| /s/ Majid Haditaghi | | President, Secretary and Director | | May 11, 2009 |
| Majid Haditaghi | | | | |
MONEYLOGIX GROUP, INC.
[Formerly Known as Homelife, Inc.]
(A Development Stage Company)
FINANCIAL STATEMENTS
MARCH 31, 2009
MONEYLOGIX GROUP, INC.
[Formerly Known as Homelife, Inc.]
(A Development Stage Company)
MARCH 31, 2009
CONTENTS
| | | Page |
| FINANCIAL STATEMENTS | | |
| Balance Sheets | | F3 |
| Statements of Operations | | F4 |
| Statements of Cash Flows | | F5 |
| Statement of Stockholders’ Deficit | | F6 |
| Notes to the Financial Statements | | F7 - F11 |
MONEYLOGIX GROUP, INC.
[Formerly Known as Homelife, Inc.]
(A Development Stage Company)
BALANCE SHEETS
| | | March 31, 2009 (Unaudited) | | | December 31, 2008 | |
| ASSETS | | | | | | |
| Current Assets | | | - | | | | - | |
| | | | | | | | | |
| Total Assets | | $ | - | | | $ | - | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | |
| Current Liabilities | | | | | | | | |
| Accrued liabilities | | $ | 20,062 | | | $ | 17,812 | |
| Total Liabilities | | | 20,062 | | | | 17,812 | |
| Stockholders' Deficit | | | | | | | | |
| Preferred Stock, $10 par value; 100,000 shares authorized, none issued (Note 7) | | | - | | | | - | |
| Capital stock, $.001 par value; 100,000,000 shares authorized; 80,763,586 issued and outstanding (Note 7) | | | 80,764 | | | | 80,764 | |
| Additional Paid in Capital | | | 275,056 | | | | 275,056 | |
| | | | | | | | | |
| Stock subscription receivable | | | (14,720 | ) | | | (14,720 | ) |
| Deficit accumulated during the development stage | | | (361,162 | ) | | | (358,912 | ) |
| Total Stockholders' Deficit | | | (20,062 | ) | | | (17,812 | ) |
| Total Liabilities and Stockholders' Deficit | | $ | - | | | $ | - | |
The accompanying notes are an integral part of these financial statements.
MONEYLOGIX GROUP, INC.
[Formerly Known as Homelife, Inc.]
(A Development Stage Company)
STATEMENTS OF OPERATIONS (Unaudited)
| | | | | | | | | For the Period | |
| | | | | | | | | from December 7, | |
| | | Three Months Ended | | | 2007 (inception) | |
| | | March 31, 2009 | | | March 31, 2008 | | | to March 31, 2009 | |
| | | | | | | | | | |
| REVENUES | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| EXPENSES | | | | | | | | | | | | |
| Professional Fees | | | 2,250 | | | | - | | | | 28,998 | |
| Consulting Fees | | | - | | | | - | | | | 81,600 | |
| Cost of Reorganization | | | - | | | | - | | | | 250,564 | |
| TOTAL OPERATING EXPENSES | | | 2,250 | | | | - | | | | 361,162 | |
| | | | | | | | | | | | | |
| NET LOSS | | $ | (2,250 | ) | | $ | - | | | $ | (361,162 | ) |
| | | | | | | | | | | | | |
| Net loss per share - basic and diluted | | $ | (0.00 | ) | | $ | (0.00 | ) | | | | |
| | | | | | | | | | | | | |
| Weighted average number of shares outstanding - basic and diluted | | | 8,0763,586 | | | | 80,000,000 | | | | | |
The accompanying notes are an integral part of these financial statements.
MONEYLOGIX GROUP, INC.
[Formerly Known as Homelife, Inc.]
(A Development Stage Company)
STATEMENTS OF CASH FLOWS (Unaudited)
| | | Three Months Ended March 31, 2009 | | | Three Months Ended March 31, 2008 | | | For the Period from Inception (December 7, 2007) to March 31, 2009 | |
| | | | | | | | | | |
| Cash Flows from Operating Activities | | | | | | | | | |
| Net loss | | | (2,250 | ) | | | - | | | $ | (361,162 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | |
| Stock issued for services | | | - | | | | | | | | 81,600 | |
| Non-Cash Cost of Reorganization | | | | | | | | | | | 250,564 | |
| Expenses paid by Stockholder | | | | | | | | | | | 8,936 | |
| (Increase) decrease in net assets: | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Accrued liabilities | | | 2,250 | | | | | | | | 20,062 | |
| | | | | | | | | | | | | |
| Net Cash Used in Operating Activities | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| Cash Flows from Investing Activities | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Net Cash Provided by Investing Activities | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| Cash Flows from Financing Activities | | | | | | | | | | | | |
| | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| Net Cash Provided by Financing Activities | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| Net Decrease in Cash and Cash Equivalents | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| Cash and Cash Equivalents - Beginning of Period | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| Cash and Cash Equivalents - End of Period | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| Supplemental Cash Flow Information | | | | | | | | | | | | |
| Interest paid | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| Income taxes paid | | $ | - | | | $ | - | | | $ | - | |
The accompanying notes are an integral part of these financial statements.
MONEYLOGIX GROUP, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM THE DATE OF INCEPTION
(DECEMBER 7, 2007) TO MARCH 31, 2009
| | | Common Stock | | | Preferred Stock | | | Additional Paid-In | | | Stock Subscription | | | | Deficit Accumulated During the Development | | | Total Stockholders' | |
| | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Receivable | | | | Stage | | | Deficit | |
Issuance of common stock for services | | | 65,280,000 | * | | $ | 65,280 | | | | - | | | $ | - | | | $ | 16,320 | | | $ | - | | | | $ | - | | | $ | 81,600 | |
Issuance of common stock | | | 14,720,000 | * | | $ | 14,720 | | | | - | | | $ | - | | | $ | - | | | $ | (14,720 | ) | | | $ | - | | | $ | - | |
| Net loss | | | - | | | $ | - | | | | - | | | $ | - | | | $ | - | | | $ | - | | | | $ | (86,600 | ) | | $ | (86,600 | ) |
Balance, December 31, 2007 | | | 80,000,000 | | | $ | 80,000 | | | | - | | | $ | - | | | | 16,320 | | | $ | (14,720 | ) | | | $ | (86,600 | ) | | $ | (5,000 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
May 28, 2008 Common Shares Outstanding to former HomeLife, Inc. Shareholders | | | 563,586 | | | $ | 564 | | | | - | | | $ | - | | | | 250,000 | | | $ | - | | | | $ | - | | | $ | 250,564 | |
| June 13, 2008 Issuance to former MoneyLogixInc. Shareholder | | | 200,000 | | | $ | 200 | | | | - | | | $ | - | | | | (200 | ) | | $ | - | | | | $ | - | | | $ | - | |
September 17, 2008 – Invoices Paid by Shareholder | | | - | | | $ | - | | | | - | | | $ | - | | | | 1,436 | | | $ | - | | | | $ | - | | | $ | 1,436 | |
May 28, 2008 PreferredShares Outstanding of Former HomeLife, Inc. Shareholders | | | - | | | $ | - | | | | 1,500 | | | $ | 15,000 | | | | - | | | $ | - | | | | $ | - | | | $ | 15,000 | |
September 25, 2008 – Preferred Shares Cancelled | | | - | | | $ | - | | | | (1,500 | ) | | $ | (15,000 | ) | | | | | | $ | - | | | | $ | - | | | $ | (15,000 | ) |
| November 18, 2008 - Invoice Paid | | | | | | | | | | | | | | | | | | | 7,500 | | | | | | | | | | | | | 7,500 | |
| Net Loss | | | - | | | $ | - | | | | - | | | $ | - | | | | - | | | $ | - | | | | $ | (272, 312 | ) | | $ | (272,312 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2008 | | | 80,763,586 | | | $ | 80,764 | | | | - | | | $ | - | | | | 275,056 | | | $ | (14,720 | ) | | | $ | (358,912 | ) | | $ | (17,812 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net Loss | | | - | | | $ | - | | | | - | | | $ | - | | | | | | | $ | | | | | $ | (2,250 | ) | | $ | (2,250 | ) |
Balance, March 31, 2009 | | | 80,763,586 | | | $ | 80,764 | | | | - | | | $ | - | | | | 275,056 | | | $ | (14,720 | ) | | | $ | (361,162 | ) | | $ | (20,062 | ) |
* Share and per share amounts reflect the effect of the May 28, 2008 reorganization.
The accompanying notes are an integral part of these financial statements.
MONEYLOGIX GROUP, INC.
[Formerly Known as Homelife, Inc.]
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2009
| 1. | NATURE OF OPERATIONS AND ORGANIZATION |
Nature of Operations
MoneyLogix Group, Inc. ("MoneyLogix" or the “Company”), (formerly Homelife, Inc.), which registered a change of name with the State of Nevada on January 29, 2008 was formerly know as Homelife, Inc. and is organized under the laws of the State of Nevada. The Company is a development stage company that is currently developing plans to strategically acquire financial service companies whose businesses and markets served would complement each other.
MoneyLogix Group, Inc. entered into a share exchange agreement on January 3, 2008 with MoneyLogix Inc., a Delaware private corporation. The reverse merger transaction effected a change of control of the Company. The accounting acquirer is MoneyLogix, Inc. and the historical operations of the Company are the operations of MoneyLogix, Inc. Pursuant to the terms of the share exchange agreement, the parties agreed to the following:
| 1. | Mr. Cimerman, the former Company Chief executive and majority shareholder, agreed to transfer 458,000 shares of the Company to the Company treasury in exchange for the spin off of all assets and liabilities of the Company to Mr. Cimerman. This was executed at closing on May 28, 2008. Mr. Cimerman still had a shareholder loan to be satisfied by the Company; |
| 2. | MoneyLogix Group agreed to change the name of the Company from Homelife, Inc. to MoneyLogix Group, Inc. This was executed on January 29 th , 2008; |
| 3. | MoneyLogix Group agreed to issue 100,000,000 shares of our common stock to MoneyLogix Inc. in exchange for 100% of MoneyLogix Inc.’s issued and outstanding stock. 80,000,000 shares of the Company were issued on May 28, 2008 to MoneyLogix Inc. 100% of the shares of MoneyLogix Inc. were transferred to MoneyLogix Group making MoneyLogix Inc. a wholly owned subsidiary of the Company on May 28, 2008. On June 13, 2008, 200,000 additional shares of the Company were issued to MoneyLogix Inc. shareholders. 19,800,000 shares of the Company are still to be transferred to MoneyLogix Inc. shareholders, post agreement closure on May 28, 2008, pending changes to the number of shares authorized for issuance; |
| 4. | MoneyLogix Inc. agreed to pay to the Company $250,000 for the satisfaction of all outstanding debt of the Company, including the outstanding amount owing to Mr. Cimerman. MoneyLogix Inc. made payment of $250,000 to an agreed upon trust agent on May 28, 2008, to be released to the Company upon on the complete satisfaction of all the terms of the agreement; |
| 5. | The Company will effect a 22 to 1 reverse split of the Company’s stock. The 22 to 1 reverse stock split took place on May 28, 2008; |
| 6. | Following the 22 to 1 reverse stock split, MoneyLogix Group agreed to issue 490,310 shares of common stock (post 22-for-1 reverse stock split) to Mr. Cimerman, the former Company Chief executive and majority shareholder, in consideration for Mr. Cimerman retiring a certain portion of debt the Company owes him and cancelling 10,000 of Our Class A preferred shares and 50 of Our Class AA Preferred Shares held by Mr. Cimerman. It was agreed that the 490,310 shares issued to Mr. Cimerman shall be restricted and locked up for transfer and monetization for 24 months. |
MONEYLOGIX GROUP, INC.
[Formerly Known as Homelife, Inc.]
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2009
The Company has not earned any revenues from limited principal operations and accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Statement of Financial Accounting Standards (“SFAS”) No. 7, Accounting and Reporting by Development Stage Enterprises (“SFAS No. 7 “). Among the disclosures required by SFAS No. 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' deficit and cash flows disclose activity since the date of the Company's inception.
These financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.
There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet is obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these financial statements.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
MONEYLOGIX GROUP, INC.
[Formerly Known as Homelife, Inc.]
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2009
| 4. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States of America. Presented below are those policies considered particularly significant:
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
Fair Value of Financial Instruments
The Company's financial instruments consist of accrued liabilities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values at March 31, 2009 and December 31, 2008, unless otherwise noted.
Income Taxes
The Company accounts for income taxes pursuant to SFAS No. 109, Accounting for Income Taxes . Deferred tax assets and liabilities are recorded for differences between the financial statements and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.
Earnings or Loss Per Share
The Company accounts for earnings per share pursuant to SFAS No. 128, Earnings per Share , which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year.
There were no dilutive financial instruments for the period from December 7, 2007 (inception) to March 31, 2009.
Stock-Based Compensation
In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, Share-Based Payment ("SFAS No. 123R"). SFAS No. 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued.
MONEYLOGIX GROUP, INC.
[Formerly Known as Homelife, Inc.]
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2009
| 4. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Recent Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 141 (R) Business Combinations . SFAS 141R establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. SFAS 141R also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective as of the beginning of the Company’s fiscal year beginning after 15 December 2008. Management believes the adoption of this pronouncement will not have a material impact on the Company's financial statements.
In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51”. SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS 160 on its financial statements but does not expect it to have a material effect.
In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 161, " Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133 ”. SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS 161 on its financial statements but does not expect it to have a material effect.
In May 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 162, " The Hierarchy of Generally Accepted Accounting Principles ”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company is currently evaluating the impact of SFAS 162 on its financial statements but does not expect it to have a material effect.
In May 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 163, " Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60 " (“SFAS 163”). SFAS 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement. SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS 163 on its financial statements but does not expect it to have a material effect.
MONEYLOGIX GROUP, INC.
[Formerly Known as Homelife, Inc.]
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2009
| 5. | SUPPLEMENTAL CASH FLOW INFORMATION |
During the three months ended March 31, 2009 and the year ended December 31, 2008, there was no interest or taxes paid by the Company.
The Company accounts for income taxes in accordance with SFAS No. 109. SFAS No. 109 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates. The effects of future changes in tax laws or rates are not anticipated.
Under SFAS No. 109 income taxes are recognized for the following: a) amount of tax payable for the current year, and b) deferred tax liabilities and assets for future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.
The Company has income tax losses available to be applied against future years income as a result of the losses incurred since inception. However, due to the losses incurred in the period and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carry forward will not be realized through the reduction of future income tax payments. Accordingly a 100% valuation allowance has been recorded for income tax losses available for carry forward.
a) Authorized
100,000 Class A Preferred shares of no par value, 6% non-cumulative dividend, voting, convertible to common shares at the option of the shareholder at a price equal to the face value of the Class A shares. Each Class A Preferred share carries 1,000 votes as compared with 1 vote for each Common share. There were no shares issued and outstanding at March 31, 2009 and December 31, 2008.
100,000,000 Common shares of $0.001 par value
Issued
| | | March 31, | | | December 31, | |
| | | 2009 | | | 2008 | |
| Shares Issued and Outstanding | | | 80,763,586 | | | | 80,763,586 | |
| | | $ | 80,764 | | | $ | 80,764 | |
