UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM 10-Q
______________________________
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. |
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2014
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 333-105778
MOPALS.COM, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | | 05-0554486 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
109 Atlantic Avenue, Suite 308
Toronto, Ontario, CANADA, M6K 1X4
(Address of principal executive offices)(Zip Code)
(416) 362-4888
(Registrant’s telephone number, including area code)
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 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 o No x
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 “large accelerated filer,” “accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | x |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
Indicate the number of shares outstanding of the Registrant’s common stock, as of the latest practicable date.
| Class | | Outstanding at May 15, 2014 |
| Common Stock, $0.0001 par value | | 51,819,993 |
MOPALS.COM, INC.
(a Development Stage Company)
QUARTERLY REPORT ON FORM 10-Q
March 31, 2014
TABLE OF CONTENTS
| Item 1. | Financial Statements | F1 - F14 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 2 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 4 |
| Item 4. | Controls and Procedures | 5 |
| | | |
| PART II— OTHER INFORMATION | |
| | | |
| Item 1. | Legal Proceedings | 6 |
| Item 1A. | Risk Factors | 6 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 6 |
| Item 3. | Defaults Upon Senior Securities | 6 |
| Item 4. | Mine Safety Disclosures | 6 |
| Item 5. | Other Information | 6 |
| Item 6. | Exhibits | 7 |
| | | |
| SIGNATURES | 8 |
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Basis of Presentation
The accompanying condensed and consolidated financial 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, 2014 are not necessarily indicative of results that may be expected for the year ending December 31, 2014.
The condensed consolidated interim financial statements of the Company appear elsewhere in this report beginning with the Index to Financial Statements on page F-1 and ending on F-14.
MOPALS.COM, INC. AND SUBSIDIARIES
(A Development Stage Company)
(A Delaware Corporation)
TABLE OF CONTENTS
| | Page |
| Condensed Consolidated Balance Sheet | F-1 |
| | |
| Condensed Consolidated Statement of Operations | F-2 |
| | |
| Condensed Consolidated Statement of Cash Flows | F-3 |
| | |
| Statement of Shareholders’ Equity | F-4 |
| | |
| Notes to the Condensed Consolidated Financial Statements | F-5 to F-14 |
MOPALS.COM, Inc.
(A Development Stage Company)
(A Delaware Corporation)
CONDENSED CONSOLIDATED BALANCE SHEET
Unaudited
| | | (Unaudited) March 31, | | | December 31, | |
| | | 2014 | | | 2013 | |
| ASSETS | | | | | | |
| Cash | | $ | 61,582 | | | $ | 437,650 | |
| Prepaid & Other Assets (note 5) | | | 409,469 | | | | 155,830 | |
| Total Current Assets | | | 471,051 | | | | 593,480 | |
| | | | | | | | | |
| Equipment, net (note 6) | | | 41,378 | | | | 44,918 | |
| Total Assets | | $ | 512,429 | | | $ | 638,398 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | |
| Accounts Payable & Accrued Liabilities | | | 209,326 | | | | 181,129 | |
| Share Based Accrual | | | 14,924 | | | | 14,924 | |
| Shares to be Issued | | | 266 | | | | 148 | |
| Loans from Shareholder (note 7) | | | 695,616 | | | | 652,633 | |
| Total Liabilities | | $ | 920,132 | | | $ | 848,834 | |
Commitments and Contingencies (note 8) | | | | | | | | |
| | | | | | | | | |
| Capital Stock; par value $0.0001, 100,000,000 shares authorized, 45,698,993 issued & outstanding as of March 31, 2014 and 45,448,993 as of December 31, 2013 (Note 9) | | | 4,570 | | | | 4,545 | |
| Shares Subscribed (note 10) | | | 1,530,250 | | | | 1,530,250 | |
| Share Subscriptions Receivable (note 10) | | | (1,530,250 | ) | | | (1,530,250 | ) |
| Shares to be issued | | | 200 | | | | 200 | |
| Additional Paid In Capital | | | 1,903,901 | | | | 1,585,192 | |
| Deficit Accumulated During the Development Stage | | | (2,368,747 | ) | | | (1,854,432 | ) |
| Accumulated Other Comprehensive Loss | | | 52,373 | | | | 54,059 | |
| Total Stockholders’ Deficit | | $ | (407,703 | ) | | $ | (210,436 | ) |
| | | | | | | | | |
| Total Liabilities and Stockholders’ Deficit | | $ | 512,429 | | | $ | 638,398 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
MOPALS.COM Inc.
(A Development Stage Company)
(A Delaware Corporation)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
Unaudited
| | | For the Three Months Ended | | | For the Three Months Ended | | | For the Period from Inception August 7, 2012 to | |
| | | March 31, 2014 | | | March 31, 2013 | | | March 31, 2014 | |
| | | | | | | | | | |
| REVENUES | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| EXPENSES | | | | | | | | | | | | |
| Consultants & Contractors | | | 223,145 | | | | 132,392 | | | | 1,162,452 | |
| General & Administrative Expenses | | | 110,502 | | | | 38,933 | | | | 692,498 | |
| Occupancy Costs | | | 58,708 | | | | 29,443 | | | | 187,422 | |
| Share Based Compensation (note 11) | | | 118,734 | | | | - | | | | 307,931 | |
| Depreciation | | | 3,226 | | | | 3,884 | | | | 18,444 | |
| Total Expenses | | $ | 514,315 | | | | 204,652 | | | | 2,368,747 | |
| | | | | | | | | | | | | |
| NET (LOSS) | | $ | (514,315 | ) | | $ | (204,652 | ) | | $ | (2,368,747 | ) |
| | | | | | | | | | | | | |
| Total Other Comprehensive Income | | | | | | | | | | | | |
| Foreign Currency Translation Adjustment | | | (1,686 | ) | | | (114 | ) | | | 52,373 | |
| | | | | | | | | | | | | |
| Total Comprehensive (Loss) | | $ | (516,001 | ) | | $ | (204,766 | ) | | $ | (2,316,374 | ) |
| | | | | | | | | | | | | |
| Loss per common share (note 12): | | | | | | | | | | | | |
| Basic: | | | | | | | | | | | | |
| Net (Loss) per common share | | $ | (0.01 | ) | | $ | (0.00 | ) | | $ | (0.05 | ) |
| Diluted: | | | | | | | | | | | | |
| Net (Loss) per common share | | $ | (0.01 | ) | | $ | (0.00 | ) | | $ | (0.05 | ) |
| | | | | | | | | | | | | |
| Weighted Average Number of Shares Outstanding - Basic | | | 51,658,881 | | | | 50,071,944 | | | | 50,898,100 | |
| Weighted Average Number of Shares Outstanding – Basic and Diluted During the Period | | | 51,658,881 | | | | 50,071,944 | | | | 50,898,100 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
MOPALS.COM Inc.
(A Development Stage Company)
(A Delaware Corporation)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited
| | | For the | | | For the | | | For the Period | |
| | | Three Months | | | Three Months | | | August 7, 2012 | |
| | | Ended | | | Ended | | | (inception) to | |
| | | March 31, 2014 | | | March 31, 2013 | | | March 31, 2014 | |
| Cash Flows used in Operating Activities | | | | | | | | | |
| Net (Loss) | | $ | (514,315 | ) | | $ | (204,652 | ) | | | (2,368,747 | ) |
| Adjustments to reconcile net (loss) income to net cash from operating activities: | | | | | | | | | | | | |
| Depreciation | | | 3,226 | | | | 3,884 | | | | 18,444 | |
| Increase in Share Compensation Accrual | | | - | | | | 14,924 | | | | 14,924 | |
| Stock-based compensation expense | | | 118,734 | | | | | | | | 307,931 | |
| Expenses paid for with shares | | | - | | | | | | | | 150,046 | |
| Adjust to par value of shares | | | - | | | | | | | | 36,900 | |
| Increase (Decrease) in net assets: | | | | | | | | | | | | |
| Increase in Accounts Payable & Accrued Liabilities | | | 28,197 | | | | (965 | ) | | | 209,326 | |
| Increase in Prepaids & Other Assets | | | (53,639 | ) | | | (18,200 | ) | | | (209,469 | ) |
| Increase in MoCoins liability | | | 118 | | | | | | | | 266 | |
| Net Cash Flows used in Operating Activities | | | (417,679 | ) | | | (205,009 | ) | | | (1,840,379 | ) |
| | | | | | | | | | | | | |
| Cash Flows from Financing Activities | | | | | | | | | | | | |
| Shares Issued | | | - | | | | 129 | | | | 41,445 | |
| Shares to be issued | | | - | | | | | | | | 200 | |
| Additional Paid In Capital Adjustment | | | - | | | | (8,975 | ) | | | 1,209,049 | |
| Increase in Shareholders’ Loan | | | 42,983 | | | | 73,196 | | | | 695,616 | |
| Net Cash Flows from Financing Activities | | | 42,983 | | | | 64,350 | | | | 1,946,310 | |
| | | | | | | | | | | | | |
| Cash Flows used in Investing Activities | | | | | | | | | | | | |
| Purchases of Capital Equipment | | | (314 | ) | | | (219 | ) | | | (60,443 | ) |
| Net Cash Flows used in Investing Activities | | | (314 | ) | | | (219 | ) | | | (60,443 | ) |
| | | | | | | | | | | | | |
| Net Cash Flows | | $ | (375,010 | ) | | | (140,878 | ) | | | 45,488 | |
| | | | | | | | | | | | | |
| Effects of Exchange Rate on Cash | | | (1,058 | ) | | | (94 | ) | | | 16,094 | |
| | | | | | | | | | | | | |
| Cash and Cash Equivalents – Beginning of Period | | | 437,650 | | | | 175,779 | | | | - | |
| Cash and Cash Equivalents – End of Period | | $ | 61,582 | | | | 34,807 | | | | 61,582 | |
| | | | | | | | | | | | | |
| Supplemental Cash Flow Information | | | | | | | | | | | | |
Interest Paid | | | - | | | | - | | | | - | |
Income Tax Paid | | | - | | | | - | | | | - | |
NonCash Activity – Shares Issued for Rent Deposit | | $ | 200,000 | | | | | | | $ | 200,000 | |
The accompanying notes are an integral part of these financial statements.
MOPALS.COM Inc.
(A Development Stage Company)
(A Delaware Corporation)
STATEMENT OF SHAREHOLDERS’ EQUITY
Unaudited
| | | Common Stock | | | Shares to be | | | Shares | | | Share Subscriptions | | | Additional Paid In | | | Accumulated Deficit during | | | Accumulated Other Comprehensive | | | Total Shareholders’ | |
| | | Shares | | | Amount | | | Issued | | | Subscribed | | | Receivable | | | Capital | | | Development | | | Income | | | Deficit | |
| Balance, January 1, 2013 | | | 41,000,000 | | | | 41,000 | | | | - | | | | 2,250,000 | | | | (2,250,000 | ) | | | - | | | | (163,237 | ) | | | 1,012 | | | | (121,225 | ) |
| Adjustment to par value | | | | | | | (36,900 | ) | | | - | | | | | | | | | | | | 36,900 | | | | | | | | | | | | - | |
| Adjustment for opening balance of Mopals | | | | | | | | | | | - | | | | | | | | | | | | (8,946 | ) | | | | | | | | | | | (8,946 | ) |
| Issuance of shares to Mopals Inc. (formerly MBKR) shareholders | | | 1,294,993 | | | | 129 | | | | - | | | | - | | | | - | | | | (129 | ) | | | - | | | | - | | | | - | |
| Shares Subscribed (note 10) | | | 1,920,000 | | | | 192 | | | | - | | | | (480,000 | ) | | | - | | | | 479,808 | | | | - | | | | - | | | | - | |
| Share Subscriptions Receivable (note 10) | | | - | | | | - | | | | - | | | | - | | | | 480,000 | | | | - | | | | - | | | | - | | | | 480,000 | |
| Issuance of common stock | | | 275,000 | | | | 28 | | | | - | | | | - | | | | - | | | | 150,046 | | | | - | | | | - | | | | 150,074 | |
| Shares Subscribed (note 10) | | | 959,000 | | | | 96 | | | | - | | | | (239,750 | ) | | | - | | | | 239,654 | | | | - | | | | - | | | | - | |
| Share Subscriptions Receivable (note 10) | | | - | | | | - | | | | - | | | | - | | | | 239,750 | | | | - | | | | - | | | | - | | | | 239,750 | |
| Shares to be issued (note 10) | | | - | | | | - | | | | 200 | | | | - | | | | - | | | | 498,662 | | | | - | | | | - | | | | 498,862 | |
| Issuance of director common stock options | | | - | | | | - | | | | - | | | | - | | | | - | | | | 189,197 | | | | - | | | | - | | | | 189,197 | |
| Foreign Currency Translation Adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 53,047 | | | | 53,047 | |
| Net Loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1,691,195 | ) | | | - | | | | (1,691,195 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance December 31, 2013 | | | 45,448,993 | | | | 4,545 | | | | 200 | | | | 1,530,250 | | | | (1,530,250 | ) | | | 1,585,192 | | | | (1,854,432 | ) | | | 54,059 | | | | (210,436 | ) |
| | | Common Stock | | | | | | Shares | | | Share Subscriptions | | | Additional Paid In | | | Accumulated Deficit during | | | Accumulated Other Comprehensive | | | Total Shareholders’ | |
| | | Shares | | | Amount | | | Issued | | | Subscribed | | | Receivable | | | Capital | | | Development | | | Income | | | Deficit | |
| | | 45,448,993 | | | | 4,545 | | | | 200 | | | | 1,530,250 | | | | (1,530,250 | ) | | | 1,585,192 | | | | (1,854,432 | ) | | | 54,059 | | | | (210,436 | ) |
| Issuance of shares to landlord | | | 250,000 | | | | 25 | | | | - | | | | - | | | | - | | | | 199,975 | | | | - | | | | - | | | | 200,000 | |
| Issuance of director common stock options | | | - | | | | - | | | | - | | | | - | | | | - | | | | 118,734 | | | | - | | | | - | | | | 118,734 | |
Foreign Currency Translation Adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1,686 | ) | | | (1,686 | ) |
| Net Loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (514,315 | ) | | | - | | | | (514,315 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance December 31, 2014 | | | 45,698,993 | | | | 4,570 | | | | 200 | | | | 1,530,250 | | | | (1,530,250 | ) | | | 1,903,900 | | | | (2,368,747 | ) | | | 52,373 | | | | (407,703 | ) |
The accompanying notes are an integral part of these financial statements.
MOPALS.COM, Inc.
(A Development Stage Company)
(A Delaware Corporation)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
| 1. | NATURE OF OPERATIONS AND ORGANIZATION |
Nature of Operations
Mopals.com, Inc. and its subsidiaries were incorporated August 7, 2012 and are organized under the laws of the State of Delaware.
Mopals operations are presently conducted through the Company’s wholly owned subsidiary, Mopals Inc. (an Ontario, Canada company). The planned operations of the Company consist of becoming a social media rewards platform in Canada and the United States.
On March 26, 2013, (the “Closing Date”), MortgageBrokers.com Holdings, Inc. (the “Company”, “we”, “our”) entered into a share exchange agreement (the “Exchange Agreement”) by and among (i) the Company; (ii) MoPals, Inc., a Nevada corporation (“MoPals (Nevada)”); (iii) Alex Haditaghi (“Company Principal Shareholder”); and (iv) the shareholders of MoPals (Nevada) (“MoPals Nevada Shareholders”). Pursuant to the terms of the Exchange Agreement, the Company acquired 100% of the issued and outstanding equity securities of MoPals (Nevada) in exchange for the issuance of 50,000,000 shares of the Company’s common stock, par value $0.0001 per share (each a “Share” and collectively, the “Common Stock”) (the “Share Exchange”). Following the Share Exchange, the Company changed its name to MoPals.com, Inc.
Immediately prior to and concurrent with execution of the Share Exchange, the Company entered into a certain Agreement of Sale dated March 26, 2013 (the “Agreement of Sale”) pursuant to which the Company transferred to MortgageBrokers.com Canada Inc., a Canada Corporation, all of the Company’s equity interest in the Company’s mortgage brokerage business and MortgageBrokers.com Canada Inc. agreed to assume any and all liabilities associated with the Company’s mortgage brokers business, including, but not limited to the commitments, liabilities and contingent liabilities, effective immediately prior to closing of the Share Exchange. Pursuant to the Agreement of Sale, the Company’s Principal Shareholder forfeited all rights to any monies owed to the Company Principal Shareholder by the Company associated with a shareholder loan of approximately $25,000 (the “Spin Out and Cancellation.”)
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 ASC 915 Accounting and Reporting by Development Stage Enterprises. The disclosures required by ASC 915 include 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. Accumulated Losses from inception to March 31, 2014 total $2,368,747. 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.
MOPALS.COM, Inc.
(A Development Stage Company)
(A Delaware Corporation)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
| 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 Consolidation and Presentation
The accompanying consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiary. All inter-company transactions and balances have been eliminated upon consolidation.
Method of Accounting
The Company maintains its books and prepares its financial statements on the accrual basis of accounting.
Cash and Cash Equivalents
The Company maintains cash and cash equivalents at financial institutions which may exceed federally insured amounts.
Comprehensive Income or Loss
The Company adopted ASC 220-10, which establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is presented in the statements of stockholders’ deficit, and consists of net loss and unrealized gains (loss) on available for sale marketable securities; foreign currency translation adjustments and changes in market value of future contracts that qualify as a hedge; and negative equity adjustments recognized in accordance with ASC 715-10. ASU 2011-05 requires the presentation of other comprehensive income to be in a single, continuous statement or in two separate, but consecutive statements. The Company presents in a single, continuous statement.
Earnings (Loss) Per Share
The Company accounts for earnings per share pursuant to ASC 260-10-05, Earnings per Share, which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. 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 period. There were no dilutive financial instruments during the period ending March 31, 2014.
Financial Instruments
In accordance with ASC 825-10-50, “Disclosures About Fair Value of Financial Instruments" ("SFAS No. 107"), the estimated fair value of financial instruments has been determined by the Company using available market information and valuation methodologies. Considerable judgment is required in estimating fair value. Accordingly, the estimates may not be indicative of the amounts the Company could realize in a current market exchange. As of March 31, 2014, the carrying values of accounts payable and accrued liabilities approximate the fair value attainable because of the short-term maturity of these instruments.
MOPALS.COM, Inc.
(A Development Stage Company)
(A Delaware Corporation)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
| 4. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Financial Instruments (continued)
In accordance with ASC 820-10, “Defining Fair Value Measurement”, the Company adopted the standard which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.
Equipment
Equipment is stated at cost. Depreciation is calculated using the following annual rates and methods based on the estimated useful lives of the assets:
| Computer Hardware | 30% declining |
| Computer Software | 30% declining |
| Furniture and Equipment | 20% declining |
Payable to Loyalty Program Partners
Payable to loyalty program partners (MoCoins liability) includes amounts owing to these partners for loyalty currency purchased by the Corporation as a principal or as an agent collected through ecommerce services for retailing, wholesaling and other loyalty currency services transactions with end users.
Stock-based Compensation
The Company maintains a stock-based compensation plan under which incentive stock options to buy common stock may be granted to directors, officers and employees. Pursuant to ASC 718, the Company recognizes expense for its stock-based compensation based on the fair value of the awards that are granted. The fair values of stock options are estimated at the date of the grant using the Black-Scholes option pricing model, that require the input of highly subjective assumptions. Measured compensation cost is recognized ratably over the vesting period of the related stock-based compensation award. The amount recognized as expense is adjusted to reflect the number of stock options expected to vest. When exercised, stock options are settled through the issuance of common stock and are therefore treated as equity awards. The expected volatility of our common stock is estimated based on the historical performance of the stock.
Income Taxes
The Company accounts for income taxes pursuant to ASC 740-10, “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 as well as the loss carry-forward 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.
MOPALS.COM, Inc.
(A Development Stage Company)
(A Delaware Corporation)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
| 4. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
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. The accounting estimate that requires management’s most significant judgment is the measurement of accrued liabilities.
Foreign Currency Translation
Mopals functional currency is in Canadian Dollars and it maintains its books and records in Canadian Dollars, the Company’s financial statements are converted to U.S. Dollars. The translation method used is the current rate method. Under the current rate method all assets and liabilities are translated at the current rate, stockholders’ equity accounts are translated at historical rates and revenue and expenses are translated at average rates for the reporting period. Due to the fact that items in the financial statements are being translated at different rates according to their nature, a translation adjustment is created. This translation adjustment has been included in Accumulated Other Comprehensive Income (Loss).
The exchange rates used to translate amounts in CAD into USD for the purposes of preparing the financial statements were as follows:
| | | March 31, 2014 | | | December 31, 2013 | |
| Period End CAD-USD exchange rate | | $ | 0.9046 | | | $ | 0.9402 | |
| Average period CAD-USD exchange rate | | $ | 0.9062 | | | $ | 0.9707 | |
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
MOPALS.COM, Inc.
(A Development Stage Company)
(A Delaware Corporation)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
| 4. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Interim Financial Statements
The accompanying condensed consolidated interim unaudited financial information has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated interim financial statements should be read in conjunction with the Company's annual consolidated financial statements, notes and accounting policies included in the Company's annual report on form 10K for the year ended December 31, 2013 as filed with the SEC. In the opinion of management, all adjustments, (consisting only of normal recurring adjustments and changes in estimates, where appropriate) necessary to present fairly the financial position of the Company as of March 31, 2014 and the related operating results and cash flows for the interim periods presented, have been made. The results of operations of such interim periods are not necessarily indicative of the results of the full year.
| 5. | PREPAID AND OTHER ASSETS |
| | | March 31, 2014 | | | December 31, 2013 | |
| Prepaid Assets | | | 38,866 | | | | 19,594 | |
| Harmonized Sales Tax | | | 157,675 | | | | 125,688 | |
| Other Assets | | | 12,928 | | | | 10,548 | |
| Rent Deposit | | | 200,000 | | | | - | |
| Total | | $ | 409,469 | | | $ | 155,830 | |
The Harmonized Sales Tax (“HST”) is a federal-provincial harmonized sales tax that applies to the supply of most property and services in Canada. Generally, HST registrants must charge and account for the HST on taxable supplies of property and services made in Canada. The HST rate in Ontario is 13%. Registrants collect the HST on most of their sales and pay HST on most purchases they make to operate their businesses. They can claim an input tax credit, to recover the HST paid or payable on the purchases they use in their commercial activities. The Company generally plans to file HST tax returns quarterly.
(A Development Stage Company)
(A Delaware Corporation)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
The net book value of property, plant & equipment as of March 31, 2014 was as follows:
| | | Cost | | | Accumulated Depreciation | | | Net Book Value | |
| Computer hardware | | | 19,844 | | | | 4,494 | | | | 15,350 | |
| Computer Software | | | 29,953 | | | | 10,873 | | | | 19,080 | |
| Furniture & Equipment | | | 9,402 | | | | 2,454 | | | | 6,948 | |
| Total | | $ | 59,199 | | | $ | 17,821 | | | $ | 41,378 | |
Depreciation expense since August 7, 2012 (inception) amounted to $18,444 including depreciation expenses for computer hardware, computer software and furniture and equipment. For the three months ending March 31, 2014 and 2013, depreciation expense was $3,226 and $3,884, respectively.
7. | ADVANCES FROM SHAREHOLDER |
As of March 31, 2014, the controlling shareholder and Chief Executive Officer of the Company had advanced $695,616 to fund the working capital of the Company. The advances are unsecured, non-interest bearing and due on demand. In comparison, as of December 31, 2013, the controlling shareholder and Chief Executive Officer of the Company had advanced $652,633 to fund the working capital of the Company.
8. | COMMITMENTS & CONTINGENCIES |
As at March 31, 2014, the Company had agreements to continue leasing office space. The schedule below outlines the expected remaining lease payments over the life of the lease (expires April 30, 2018):
| 2014 | | $ | 117,697 | |
| 2015 | | $ | 160,632 | |
| 2016 | | $ | 169,890 | |
| 2017 | | $ | 181,000 | |
| 2018 | | $ | 61,568 | |
In the normal course of business, the Company becomes involved in various legal actions seeking compensatory and occasionally punitive damages, including actions brought on behalf of various purported classes of claimants and claims relating to employee and third-parties.
MOPALS.COM, Inc.
(A Development Stage Company)
(A Delaware Corporation)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
a) Authorized
100,000,000 Common Shares with a par value of $0.0001.
b) Issued
41,000,000 Shares were issued at par value on August 7, 2012 (inception). On March 27, 2013, 1,294,993 shares were issued to Mopals.com, Inc. (formerly MortgageBrokers.com Holdings, Inc.) shareholders. 1,920,000 common shares were issued against a share subscription at a price of 25 cents per share on July 2, 2013. An additional 959,000 common shares were issued against the same share subscription at 25 cents per share. The Company issued 275,000 shares in September 2013 to an Ontario numbered corporation for services to be rendered. On February 27, 2014, 250,000 shares were issued to the landlord as a guarantee for the lease of the premises.
c) Stock Options
In July, 2013, options were issued to three directors who signed Directors Agreements allowing them to purchase 300,000 shares each at a strike price of $0.25 per share. These were signed on July 1, July 3, and July 6 respectively. On December 7, 2013, an additional director was hired with the same option plan. As of December 31, 2013, none of these options had been exercised. These option plans also contain options that will occur in the second and third years of employment with Mopals, the details of the total options issued are outlined below:
| Year | | Options | | | Strike Price | |
| 1 | | | 1,200,000 | | | $ | 0.25 | |
| 2* | | | 1,200,000 | | | $ | 0.35 | |
| 3* | | | 1,200,000 | | | $ | 0.40 | |
*: not issued as of March 31, 2014
d) Shares to be issued
On December 3, 2013, investors delivered a total of $498,862 to purchase 2,000,000 shares of the company issued at $0.25 per share. As of March 31, 2014, these shares had not been issued.
On December 21, 2012, the Company agreed to issue 9,000,000 shares of the Company to private investors for subscriptions receivable of $2,250,000. On March 31, 2014 and December 31, 2013, the balance of the subscription receivable was $1,530,250.
MOPALS.COM, Inc.
(A Development Stage Company)
(A Delaware Corporation)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
11. | STOCK-BASED COMPENSATION |
The Company’s Stock Option Plan is currently being established in order to enable the Company to attract and retain the services of highly qualified and experienced directors, officers, employees and consultants, and to give such persons an interest in the success of the Company and its subsidiaries. The options and awards will be granted at the discretion of the Board of Directors. The fair value of each option granted is estimated at the time of grant using the Black-Scholes option pricing model using the following assumptions:
July 1, 2013 Option
| Fiscal Year ended December 31, 2013 | | 2013 | |
| | | | |
| Exercise Price | | $ | 0.25 | |
| Risk-free interest rate | | | 3.00 | % |
| Expected term (years) | | | 3 | |
| Expected volatility | | | 110.51 | % |
| Expected dividend yield | | | 0 | % |
July 3, 2013 Option
| Fiscal Year ended December 31, 2013 | | 2013 | |
| | | | |
| Exercise Price | | $ | 0.25 | |
| Risk-free interest rate | | | 3.00 | % |
| Expected term (years) | | | 3 | |
| Expected volatility | | | 109.65 | % |
| Expected dividend yield | | | 0 | % |
July 6, 2013 Option
| Fiscal Year ended December 31, 2013 | | 2013 | |
| | | | |
| Exercise Price | | $ | 0.25 | |
| Risk-free interest rate | | | 3.00 | % |
| Expected term (years) | | | 3 | |
| Expected volatility | | | 109.24 | % |
| Expected dividend yield | | | 0 | % |
MOPALS.COM, Inc.
(A Development Stage Company)
(A Delaware Corporation)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
11. STOCK-BASED COMPENSATION (continued)
December 1, 2013 Option
| Fiscal Year ended December 31, 2013 | | 2013 | |
| | | | |
| Exercise Price | | $ | 0.25 | |
| Risk-free interest rate | | | 3.00 | % |
| Expected term (years) | | | 3 | |
| Expected volatility | | | 100.69 | % |
| Expected dividend yield | | | 0 | % |
All the grants vest immediately and expire on the third anniversary of the grant date. The following table summarizes the stock option activities of the Company:
| | | Number of Options | |
| Outstanding as of December 31, 2013 | | | 1,200,000 | |
| Granted | | | - | |
| Exercised | | | - | |
| Outstanding as of March 31, 2014 | | | 1,200,000 | |
As of March 31, 2014, the Company had granted a total of 1,200,000 options to purchase common stock to directors, all of which are currently outstanding and of which, 1,200,000 are vested and exercisable.
The Company recorded $118,734 in employment expenses for share-based compensation expense for the three months ended March 31, 2014 (2013 - $nil) with the corresponding credits to Additional Paid In Capital.
The Company calculates basic earnings per common share using net income divided by the weighted-average number of common shares outstanding. The Company calculates diluted earnings per common share in the same manner as basic, except we use the weighted-average number of diluted common shares outstanding in the denominator, when the stock options and warrants are not anti-dilutive.
| | | Three Months Ended March 31, 2014 | | | Three Months Ended March 31, 2013 | |
| Weighted average number of common shares outstanding | | $ | 51,658,881 | | | $ | 50,071,994 | |
| Weighted-average number of diluted common shares outstanding | | | 51,658,881 | | | | 50,071,994 | |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is management’s discussion and analysis of the consolidated financial condition and results of operations of Mopals.com, Inc. (“Mopals”, the “Company”, “we”, and “our”) for the three month period ended March 31, 2014. The following information should be read in conjunction with the consolidated interim financial statements for the period ended March 31, 2014 and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q (this “Report”).
Overview
Mopals.com, Inc. was incorporated under the laws of Delaware on February 6, 2003 as MagnaData, Inc. In February of 2005, articles of amendment were filed with the State of Delaware changing the name of our company to MortgageBrokers.com Holdings, Inc. and thereafter, operated as a mortgage brokerage in Canada. On March 26, 2013, articles of amendments were filed with the State of Delaware changing the name of our company to Mopals.com, Inc. pursuant to execution of an asset spin out and shareholder loan cancellation agreement and subsequent execution of a share exchange agreement. Pursuant to the terms of the share exchange agreement, the Company acquired 100% of the issued and outstanding equity securities of Mopals Inc., a Nevada private corporation, in exchange for the issuance of 50,000,000 shares of the Company’s common stock.
Mopals carries out all business through its wholly owned subsidiary, Mopals Canada Inc. Mopals Canada Inc. (formerly IQIC.com Inc.) was incorporated federally in Canada on August 7, 2012.
Mopals is a development stage internet and mobile based social media brand loyalty company. Mopals is currently beta testing the first version of our web and mobile software application for both the iOS and Android mobile device operating systems.
MoPals is building an internet and mobile brand loyalty application and service that the Company believes will bridge the gap between social media and loyalty rewards. It is management’s opinion that our service will be unique as the world’s first community-driven, crowd sourced loyalty platform. With a mobile-based, experiential and Big Data-driven platform, it is our intent to reward our members for both social and transactional behaviors. It is our plan that MoPals will use an exclusive digital currency, called ‘MoCoins™’, to foster a community where consumers are rewarded for making purchases at participating businesses, as well as engaging in a wide range of social media activities that enhance brand value.
Our consumer behavior incentives are centered around MoCoins™ which are earned by members for a number of online and ‘in-store’ behaviors within a consumer’s social network including rewards for promotional participation; ‘liking’, sharing or reviewing an experience at a business; referring business promotions; creating content driving polls; or referring friends to join the MoPals community. MoPals aims to be a leader in how brands inspire customer loyalty, driving online brand enhancing behavior and sales.
It is our aim that our technology platform will enable businesses to connect with their customers, giving businesses a cost effective means to encourage and reward brand enhancing behavior. It is our intent that our proprietary platform under development will also allow businesses to receive data associated with their consumer’s behavior from which they might target promotional offers and marketing strategies.
Following our product launch, it is Mopal’s plan to earn revenue from business subscriptions to receive ongoing consumer data and as well as from receiving a percentage of promotion-based sales revenue from participating businesses.
In additional to the financial condition and results of operations of the Company, it is management’s belief that growth of our Company will also, in part, be demonstrated through the metrics of MoCoins™ issued or accrued, the number of registered members, number and types of promotional items sold, member retention via repeat engagement and the number of retail businesses who sign on to and offer promotions through the MoPals community.
As of March 31, 2014, our company had twelve (12) full-time employees and nine (9) independent contractors.
The Company’s corporate offices are located at 109 Atlantic Avenue, Suite 308, Toronto, Ontario, CANADA, M6K 1X4. Our current contact information for our Ontario office is telephone number: (416) 362-4888. Our internet website can be found under the domain name: www.mopals.com.
Results of Operations
Three months ended March 31, 2014
Mopals had no reported revenue in our first quarter of 2014.
The Company’s reported operating expenses during the three month period ending March 31, 2014 were $514,315. The primary components that comprise our operating expenses were salaries and consultant/contractor fees, general and administrative expenses and occupancy costs which are explained in detail as follows:
| ● | 66.5% of the operating expenses in the reporting period were associated with salaries, contractor expenses and consulting fees. |
| | |
| ● | 21.5% of the operating expenses in the reporting period were associated with general and administrative expenses. |
| | |
| ● | 11.4% of our operating expenses in the reporting period were associated with occupancy costs associated with an office lease. |
Liquidity and Capital Resources
At March 31, 2014, the Company had $61,582 in cash, $409,469 in prepaid expenses and other assets, and $41,378 in equipment, computer software, computer hardware and furniture for a total of $512,429 in assets. Comparatively as at December 31, 2013, we had $437,650 in cash and $155,830 in prepaid expenses and other assets, and $44,918 in equipment and furniture for a total of $638,398 in assets.
At March 31, 2014, we had $209,326 in accounts payable and accrued liabilities associated with a payroll deduction at source tax accrual, director fees payable and trades payable, $14,924 in accruals for stock-based compensation associated with former discontinued operations, $266 in MoCoins payable and $695,616 in loans payable to the Company’s principal shareholder for a total of $920,132 in liabilities. Comparatively as at December 31, 2013, we had $181,129 in accounts payable and accrued liabilities, $14,924 in accruals for stock-based compensation associated with former discontinued operations, $148 in MoCoins payable, and $652,633 in loans payable to the Company’s principal shareholder for a total of $848,834 in liabilities.
Management makes the following comments regarding the most significant factors affecting the Company’s liquidity and capital resources and their measured trends over the reporting period:
| | · | The Company’s cash position decreased by approximately 85.9% over the first three months of 2014 associated with the following: |
| | o | the Company lost $417,679 in cash from operating activities over the first three months of 2014. As a development stage company, Mopals has no revenue yet while it is building its products and services, hires software development, marketing and sales staff and establishes market partners to launch our business; and, |
| | o | the Company gained $42,983 in cash from financing activities over the first three months of 2014 as we received funds from our principal shareholder in the amount of $42,983. |
The Company reported a net cash flow loss from operating activities for the first three months of 2014 of $417,679 with a net increase in cash flow from financing activities of $42,983 and a net negative cash flow from the purchase of capital equipment of $314 during the same period for an overall net negative cash flow of $375,010 out of the Company during the period.
The Company needs to raise additional capital to fund our development stage Company activities and to position the Company for a market launch of its planned products and services to generate revenue before the existing capital resources are fully utilized.
In the event that the Company runs out of available working capital resources or experiences an unforeseen negative impact to cash flow, our Company will need to rely upon the issuance of common stock and additional capital contributions from shareholders and/or loans from shareholders and third-party lenders to meet its working capital needs. There is no certainty that there will be a market for the Company’s capital stock.
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies
The 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 consolidated 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 months reporting period ended March 31, 2014, the Company reported a net loss from operations of $514,315 with a net decrease in cash from operating, investing and financing activities of $375,010 during the same period. Since inception to March 31, 2014, the Company reported a net loss from operations of $2,368,747. Certain conditions noted below raise doubt about the Company’s ability to continue as a going concern.
As a development stage company, the Company’s ability to continue as a going concern is contingent upon its ability to secure additional debt or equity financing. Management’s immediate plan is to secure additional working capital funds through future debt or equity financings. There is no certainty that there will be a market for the Company’s capital stock.
The consolidated 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Smaller reporting companies are not required to provide the information required by this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company’s principal executive officer and principal financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d -15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on their evaluation of the Company’s disclosure controls and procedures, the Company’s principal executive officer and principal financial officer, with the participation of the Company’s management, have concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2014, to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is(a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.
Specifically, our management identified certain matters involving internal control and our operations that it considered to be material weaknesses. As defined in the Exchange Act, a material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified by our management as of March 31, 2014, is described below:
| | i. | We did not maintain sufficient personnel with an appropriate level of technical accounting knowledge, experience and training in the application of GAAP commensurate with our complexity and our financial accounting and reporting requirements. This control deficiency is pervasive in nature. Further, there is a reasonable possibility that material misstatements of the financial statements including disclosures will not be prevented or detected on a timely basis as a result. |
As a result of the material weakness identified above, our internal control over financial reporting was not effective as of March 31, 2014.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal controls over financial reporting during the three month period ending March 31, 2014.
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on the Company.
Item 1A. Risk Factors
Smaller reporting companies are not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None.
Item 6. Exhibits
| Exhibit No. | | Description |
| | | |
| 31.1 | | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes Oxley Act of 2002 |
| 32.1+ | | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002 |
| 101.INS | | XBRL Instance Document |
| 101.SCH | | XBRL Taxonomy Schema |
| 101.CAL | | XBRL Taxonomy Calculation Linkbase |
| 101.DEF | | XBRL Taxonomy Definition Linkbase |
| 101.LAB | | XBRL Taxonomy Label Linkbase |
| 101.PRE | | XBRL Taxonomy Presentation Linkbase |
+ In accordance with SEC Release 33-8238, Exhibits 32.1 is furnished and not filed.
SIGNATURES
Pursuant to the requirements 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.
| By: | /s/ Alex Haditaghi | |
| | Alex Haditaghi | |
| | Chief Executive Officer, | |
| | Chief Financial Officer, | |
| | President, Secretary and Director (Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer) |
Dated: May 15, 2014
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