UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2014
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 333-150582
BLOX, INC.
(Exact name of registrant as specified in its charter)
| Nevada (State or other jurisdiction of incorporation or organization) | 20-8530914 (I.R.S. Employer Identification No.) | |
| Suite 600 – 666 Burrard Street, Vancouver, BC (Address of principal executive offices) | V6C 2X8 (Zip Code) | |
| (604) 688-3899 (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 Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 108,611,814 shares of common stock as of February 16, 2015.
BLOX, INC.
Quarterly Report on Form 10-Q
For The Quarterly Period Ended
December 31, 2014
INDEX
2
PART I.
As used in this quarterly report on Form 10-Q, the terms “we”, “us” “our”, the “Company” or the “registrant” refer to Blox Inc., a Nevada corporation, and its wholly-owned subsidiaries, Blox Energy Inc., Kenderesh Endeavors Corp., Kenderes Biogáz Korlatolt Fele Lossegu Tarsasag (“Kenderes Biogáz”), Blox Minerals Inc. (formerly, Quivira Minerals Inc. and Quivira Gold Inc., unless otherwise specified.
Our financial statements are stated in United States Dollars (US$) unless otherwise stated and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this quarterly report, unless otherwise specified, all references to “common shares” refer to the common shares in our capital stock.
Forward-Looking Statements
This quarterly report contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except as required by applicable law, including the securities laws of the United States, we do not intend, and undertake no obligation, to update any forward-looking statement.
Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:
- our current lack of working capital;
- our ability to obtain any necessary financing on acceptable terms;
- timing and amount of funds needed for capital expenditures;
- timely receipt of regulatory approvals;
- our management team’s ability to implement our business plan;
- effects of government regulation;
- general economic and financial market conditions;
- our ability to complete the required feasibility study for permitting of the Mansounia concession in Guinea;
- our ability to develop our green mining business in Africa;
- the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain; and
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The following unaudited interim financial statements of Blox, Inc.(sometimes referred to as "we", "us" or "our Company") are included in this quarterly report on Form 10-Q.
3
Blox, Inc.
Consolidated Interim Statements of Financial Position
(Unaudited)
(Expressed in U.S. Dollars)
| December 31, 2014 | March 31, 2014 | |||||
| ASSETS | (Unaudited) | |||||
| Current Assets | ||||||
| Cash and cash equivalents | $ | 59,271 | $ | 903,850 | ||
| Accounts receivable | - | 63,826 | ||||
| Prepaid expenses | 85,267 | 235,502 | ||||
| Total Current Assets | 144,538 | 1,203,178 | ||||
| Prepaid Expenses (Note 8) | - | 115,423 | ||||
| Property, Plant and Equipment (Note 4) | 188,695 | 812,060 | ||||
| Mineral Property Interest (Note 5) | 931,722 | - | ||||
| Total Assets | $ | 1,264,955 | $ | 2,130,661 | ||
| LIABILITIES | ||||||
| Current Liabilities | ||||||
| Accounts payable and accrued liabilities | $ | 44,552 | $ | 128,855 | ||
| Royalty payments payable (Note 7) | 63,436 | 66,570 | ||||
| Loan payable (Note 6) | 60,290 | 60,290 | ||||
| Total Current Liabilities | 168,278 | 255,715 | ||||
| Total Liabilities | 168,278 | 255,715 | ||||
| STOCKHOLDERS' EQUITY | ||||||
| Common Stock (Note 8) | ||||||
| – 400,000,000 authorized | ||||||
| – 108,611,814 issued (Mar 31, 2014 – 101,572,464) | 967 | 892 | ||||
| Additional Paid-in Capital | 5,957,211 | 5,120,063 | ||||
| Contributed Surplus | 2,743,868 | 2,299,319 | ||||
| Accumulated Other Comprehensive Income | 8,090 | 339,847 | ||||
| Deficit | (7,613,459 | ) | (5,885,175 | ) | ||
| Total Stockholders' Equity | 1,096,677 | 1,874,946 | ||||
| Total Liabilities and Stockholders' Equity | $ | 1,264,955 | $ | 2,130,661 |
These unaudited consolidated interim financial statements are authorized for issue by the Board of Directors on February 16, 2015.
| “Robert Abenante” | “Robert Ironside” | |
| Director | Director |
See accompanying notes to the consolidated interim financial statements.
4
Blox, Inc.
Consolidated Interim Statements of Comprehensive Loss
(Unaudited)
(Expressed in U.S. Dollars)
| Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||
| Operating Expenses | ||||||||||||
| Consulting and professional fees (Notes 6 and 8) | 169,760 | (517 | ) | 611,445 | 16,214 | |||||||
| Foreign exchange | 3,255 | - | 16,305 | - | ||||||||
| Interest expense | - | 46,199 | - | 140,504 | ||||||||
| Office and administration | 37,310 | 45,676 | 176,967 | 111,777 | ||||||||
| Other expense | 66,100 | - | 66,100 | - | ||||||||
| Salaries | - | 3,750 | - | 9,705 | ||||||||
| Share-based compensation | 188,924 | - | 460,799 | - | ||||||||
| Website development | - | (47 | ) | - | 1,481 | |||||||
| Loss from continuing operations | 465,349 | 95,061 | 1,331,616 | 279,681 | ||||||||
| Loss from discontinued operations (Note 12) | 110,163 | 188,801 | 396,668 | 667,517 | ||||||||
| Net Loss for the Period | (575,512 | ) | (283,862 | ) | (1,728,284 | ) | (947,198 | ) | ||||
| Unrealized gain (loss) on translation of foreign operations | 11,741 | (144,868 | ) | (60,608 | ) | (199,692 | ) | |||||
| Transfer to discontinued operations | (343,498 | ) | - | (343,498 | ) | - | ||||||
| Comprehensive Loss for the Period | $ | (907,269 | ) | $ | (428,730 | ) | $ | (2,132,390 | ) | $ | (1,146,890 | ) |
| Net loss per common share from continuing operations | $ | 0.004 | $ | 0.006 | $ | 0.012 | $ | 0.018 | ||||
| Net loss per common share from discontinued operations | $ | 0.001 | $ | 0.012 | $ | 0.004 | �� | $ | 0.042 | |||
| Net Loss Per Common Share | $ | 0.01 | $ | 0.02 | $ | 0.02 | $ | 0.06 | ||||
| Weighted Average Number of Shares Outstanding – Basic and diluted | ||||||||||||
| 108,445,213 | 15,892,062 | 108,459,087 | 15,892,062 | |||||||||
See accompanying notes to the consolidated interim financial statements.
5
Blox, Inc.
Consolidated Interim Statements of Changes in Equity (Deficiency)
(Unaudited)
(Expressed in U.S. Dollars)
| Accumulated | |||||||||||||||||||||
| Additional | Other | Total | |||||||||||||||||||
| Common Stock | Paid-in | Contributed | Comprehensive | Equity | |||||||||||||||||
| Shares | Amount | Capital | Surplus | Income (Loss) | Deficit | (Deficiency) | |||||||||||||||
| March 31, 2013 | 15,892,062 | $ | - | $ | 743,776 | $ | - | $ | (249,012 | ) | $ | (1,399,511 | ) | $ | (904,747 | ) | |||||
| Unrealized gain on translation of foreign operations | - | - | - | - | 199,692 | - | 199,692 | ||||||||||||||
| Net loss | - | - | - | - | - | (947,198 | ) | (947,198 | ) | ||||||||||||
| December 31, 2013 | 15,892,062 | - | 743,776 | - | (49,320 | ) | (2,346,709 | ) | (1,652,253 | ) | |||||||||||
| Debt converted for stock | 100,310,000 | - | 2,129,805 | - | - | - | 2,129,805 | ||||||||||||||
| Reverse acquisition | (43,863,458 | ) | 600 | 1,499,400 | 1,500,000 | - | (3,055,425 | ) | (55,425 | ) | |||||||||||
| Stock issued for cash | 20,000,000 | 200 | 499,800 | 500,000 | - | - | 1,000,000 | ||||||||||||||
| Stock issued for services | 9,233,860 | 92 | 247,282 | 214,319 | - | - | 461,693 | ||||||||||||||
| Stock options issued | - | - | - | 85,000 | - | - | 85,000 | ||||||||||||||
| Unrealized gain on translation of foreign operations | - | - | - | - | 389,167 | - | 389,167 | ||||||||||||||
| Net loss | - | - | - | - | - | (483,041 | ) | (483,041 | ) | ||||||||||||
| March 31, 2014 | 101,572,464 | 892 | 5,120,063 | 2,299,319 | 339,847 | (5,885,175 | ) | 1,874,946 | |||||||||||||
| Stock issued on exercise of stock options | 325,000 | 7 | 19,493 | (16,250 | ) | - | - | 3,250 | |||||||||||||
| Stock issued on acquisition of mineral property interest | 6,514,350 | 65 | 781,657 | - | - | - | 781,722 | ||||||||||||||
| Stock issued for services | 200,000 | 3 | 35,998 | - | - | - | 36,001 | ||||||||||||||
| Share-based compensation | - | - | - | 460,799 | - | - | 460,799 | ||||||||||||||
| Unrealized gain on translation of foreign operations | - | - | - | - | 11,741 | - | 11,741 | ||||||||||||||
| Transfer to discontinued operations | - | - | - | - | (343,498 | ) | - | (343,498 | ) | ||||||||||||
| Net loss | - | - | - | - | - | (1,728,284 | ) | (1,728,284 | ) | ||||||||||||
| December 31, 2014 | 108,611,814 | $ | 967 | $ | 5,957,211 | $ | 2,743,868 | $ | 8,090 | $ | (7,613,459 | ) | $ | 1,096,677 | |||||||
See accompanying notes to the consolidated interim financial statements.
6
Blox, Inc.
Consolidated Interim Statements of Cash Flows
(Unaudited)
(Expressed in U.S. Dollars)
| Nine Months Ended December 31, | ||||||
| 2014 | 2013 | |||||
| OPERATING ACTIVITIES | ||||||
| Net loss from continuing operations | $ | (1,331,616 | ) | $ | (279,681 | ) |
| Non-cash adjustments: | ||||||
| Amortization | 1,235 | - | ||||
| Share-based compensation | 460,799 | - | ||||
| Unrealized foreign exchange on translation of foreign operations | (57,772 | ) | 112,878 | |||
| Changes in non-cash working capital: | ||||||
| Accounts receivable | 22,726 | (16,455 | ) | |||
| Prepaid expenses | 265,658 | (97,087 | ) | |||
| Accounts payable | (21,169 | ) | (468,066 | ) | ||
| Royalty payments payable | - | 19,471 | ||||
| Loans payable | - | 389,539 | ||||
| Interest payable | - | 141,495 | ||||
| Cash used in operating activities - continuing operations | (660,139 | ) | (197,906 | ) | ||
| Cash (used in) provided by operating activities - discontinued operations | (107,451 | ) | 16,955 | |||
| Cash used in operating activities | (767,590 | ) | (180,951 | ) | ||
| INVESTING ACTIVITIES | ||||||
| Acquisition of mineral property interest | (150,000 | ) | - | |||
| Acquisition of equipment | (6,518 | ) | - | |||
| Cash used in investing activities - continuing operations | (156,518 | ) | - | |||
| Cash (used in) provided by investing activities - discontinued operations | 79,529 | (16,617 | ) | |||
| Cash used in investing activities | (76,989 | ) | (16,617 | ) | ||
| FINANCING ACTIVITIES | ||||||
| Proceeds from long-term debt | - | 203,109 | ||||
| Cash provided by financing activities | - | 203,109 | ||||
| (Decrease) Increase in Cash and Cash Equivalents | (844,579 | ) | 5,541 | |||
| Cash and Cash Equivalents, Beginning of Period | 903,850 | 22,285 | ||||
| Cash and Cash Equivalents, End of Period | 59,271 | 27,826 | ||||
Supplemental Cash Flow Information (Note 11)
See accompanying notes to the consolidated interim financial statements.
7
| Blox, Inc. Condensed Notes to Consolidated Interim Financial Statements Three and Nine Months Ended December 31, 2014 (Unaudited) (Expressed in U.S. Dollars) |
| 1. | Description of Business |
| Blox, Inc. (the "Company") was incorporated on July 21, 2005 under the laws of the state of Nevada. The address of the Company is 600 – 666 Burrard Street, Vancouver, British Columbia, V6C 3P6. The Company is primarily engaged in sourcing, developing, and operating renewable energy projects as well as mineral exploration projects in Africa. |
| On February 27, 2014, the Company completed a business combination with International Eco Endeavors Corp. (“Eco Endeavors”) which has now been renamed “Blox Energy Inc.” The holders of Eco Endeavors’ common shares received 60,000,000 units of the Company on a pro-rata basis with a deemed value of $0.05 per unit. |
| 2. | Basis of Presentation |
| (a) | Statement of Compliance |
| These consolidated interim financial statements are presented in accordance with generally accepted accounting principles in the United States ("US GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC") and are expressed in U.S. dollars. The Company's fiscal year-end is March 31. |
| (b) | Basis of Presentation |
| The consolidated interim financial statements of the Company comprise the Company and its subsidiaries. The accounting policies followed in preparing these consolidated financial statements are the same as those set out in the audited consolidated financial statements of the Company for the year ended March 31, 2014. Certain information and note disclosures normally included for annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted. These consolidated interim financial statements should be read together with the audited consolidated financial statements of the Company for the year ended March 31, 2014. |
| In the opinion of management, all adjustments considered necessary (including reclassifications and normal recurring adjustments) to present fairly the financial position, results of operations and cash flows at December 31, 2014 and for all periods presented, have been included in these financial statements. The interim results are not necessarily indicative of results for the full year ending March 31, 2015, or future operating periods. For further information, see the Company’s annual consolidated financial statements for the year ended March 31, 2014, including the accounting policies and notes thereto. |
| These consolidated interim financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has incurred a net loss of $1,728,284 for the nine months ended December 31, 2014, and has incurred cumulative losses since inception of $7,613,459. These factors raise substantial doubt about the ability of the Company to continue as going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and the ability of the Company to obtain necessary equity financing to continue operations. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management of the Company has undertaken steps as part of a plan to sustain operations for the next fiscal year including plans to raise additional equity financing, controlling costs and reducing operating losses. |
8
| Blox, Inc. Condensed Notes to Consolidated Interim Financial Statements Three and Nine Months Ended December 31, 2014 (Unaudited) (Expressed in U.S. Dollars) |
| 3. | Accounting Standards Issued But Not Yet Adopted |
| In January 2014, the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) guidance was issued relating to service concession arrangements. This guidance states that certain service concession arrangements with public-sector grantors are not within the scope of lease accounting. Operating entities entering into these arrangements should not recognize the related infrastructure as its property, plant and equipment and should apply other accounting guidance. The updated guidance becomes effective for the Company beginning January 1, 2015. |
| In April 2014, ASC guidance was issued related to discontinued operations which changed the criteria for determining which disposals can be presented as discontinued operations and modified related disclosure requirements. The updated guidance requires an entity to only classify discontinued operations due to a major strategic shift or a major effect on an entity’s operations in the financial statements. The updated guidance will also require additional disclosures relating to discontinued operations. The updated guidance becomes effective for the Company beginning January 1, 2015. |
| The Company has not assessed the impact, if any, of the standards that become effective January 1, 2015. |
| 4. | Property, Plant, and Equipment |
| Land | Building | Machinery | Total | ||||||||||
| Cost | |||||||||||||
| Balance at March 31, 2014 | $ | 4,830 | $ | 507,286 | $ | 742,916 | $ | 1,255,032 | |||||
| Acquisition | - | - | 6,518 | 6,518 | |||||||||
| Additions (disposals) | (4,830 | ) | (507,286 | ) | (399,679 | ) | (911,795 | ) | |||||
| Balance at December 31, 2014 | - | - | 349,755 | 349,755 | |||||||||
| Accumulated Depreciation | |||||||||||||
| Balance at March 31, 2014 | - | 271,665 | 171,307 | 442,972 | |||||||||
| Depreciation for the year | - | 29,982 | 73,921 | 103,903 | |||||||||
| Disposals | - | (301,647 | ) | (84,168 | ) | (385,815 | ) | ||||||
| Balance at December 31, 2014 | - | - | 161,060 | 161,060 | |||||||||
| Carrying amounts | |||||||||||||
| As at December 31, 2014 | $ | - | $ | - | $ | 188,695 | $ | 188,695 | |||||
| Carrying amounts | |||||||||||||
| As at March 31, 2014 | $ | 4,830 | $ | 235,505 | $ | 571,725 | $ | 812,060 |
| 5. | Mineral Property Interest |
| The Company has entered into a Deed of Assignment and Assumption Agreement dated July 24, 2014 (the "Assumption Agreement") with Joseph Boampong Memorial Institute Ltd. ("JBMIL") and Equus Mining Ltd. ("EML"), Burey Gold Guinee sarl ("BGGs") and Burey Gold Limited ("BGL") and, collectively with EML and BGGs, (the "Vendors"), pursuant to which the Company has agreed to assume JBMIL's right to acquire a 78% beneficial interest in the Mansounia Concession (the "Property") from the Vendors. The Company also announced that it has exercised that right and has acquired a 78% beneficial interest in the Property. |
9
| Blox, Inc. Condensed Notes to Consolidated Interim Financial Statements Three and Nine Months Ended December 31, 2014 (Unaudited) (Expressed in U.S. Dollars) |
| 5. | Mineral Property Interest (Continued) |
| The Property lies in the southwest margin of the Siguiri Basin, in the Kouroussa Prefecture, Kankan Region, in Guinea, West Africa and covers a surface area of 145 square kilometres. The Property is located approximately 80 kilometres west, by road, from the country's third largest city, Kankan. |
An exploration permit for the Property was granted by the Ministère des Mines et de la Géologie on August 20, 2013. As part of its due diligence, Blox obtained a legal opinion which confirmed that the license was in good standing at the time of acquisition. It is the Company's intention to obtain an exploitation permit to allow the Company the right to mine and dispose of minerals for 15 years, with a possible 5 year extension. The Company has commenced work on the feasibility study required for obtaining this permit. |
| In consideration for the acquisition of the interest in the Property, the Company has paid in cash $107,143 to BGL and $42,857 to EML and issued BGL and EML an aggregate of 6,514,350 shares of common stock of the Company (the "First Tranche Shares"), at a deemed price of $0.1765 per share, for an aggregate deemed value of $1,150,000. The First Tranche Shares were issued to BGL and EML in the proportions of 71.43% and 28.57%, respectively. For accounting purposes, the Company recorded the cash payment of $150,000 plus $781,722 as the fair value of the First Tranche Shares in mineral interest. The fair value of the First Tranche Shares was based on the closing price of the Company’s shares on the OTCQB on July 24, 2014. |
| Within 14 days of commercial gold production being publicly declared from ore mined from the Property, the Company will issue BGL and EML a second tranche of shares of common stock of the Company (the "Second Tranche Shares"). The number of Second Tranche Shares to be issued shall be calculated by dividing US$1,150,000 by the volume weighted average share price of the Company's common stock over a 20 day period preceding the issuance date. The Second Tranche Shares shall be issued to BGL and EML in the proportions of 71.43% and 28.57%, respectively. |
| 6. | Related Parties and Loan Payable |
| The Company undertakes transactions with related parties that are generally on the same terms as those accorded to unrelated third parties. In addition to the shares for services transactions disclosed in the share capital note, the Company completed transactions with Emerald Power Consulting Inc. (“Emerald”), which has a common director and officer with the Company. During the three months ended December 31, 2014, the Company paid consulting and office and administrative expense to Emerald amounting to $31,500 (2013 - $nil) and $11,293 (2013 - $8,576), respectively. During the nine months ended December 31, 2014, the Company paid consulting and office and administrative expense to Emerald amounting to $94,500 (2013 - $nil) and $34,769 (2013 - $52,913), respectively. As of December 31, 2014, $21,788 of royalty was payable to Emerald and $41,648 (March 31, 2014 - $43,707) to the Company’s majority shareholder as described in Note 7. |
| At December 31, 2014 and March 31, 2014, the Company was indebted to arm’s length parties in the amount of $60,290. The loans payable are unsecured, non-interest bearing and have no fixed repayment terms. |
| 7. | Royalty Payments |
| The Company was required to make royalty payments of 3% of revenues to its previously long-term debt holder and currently majority shareholder. For the three and nine months ended December 31, 2014, there was no royalty expense. For the three and nine months ended December 31, 2013, royalty expense amounted to $nil and $13,215, respectively. As of December 31, 2014, $41,648 is included in royalty payments payable (March 31, 2014 - $43,707) to the Company’s majority shareholder. |
10
| Blox, Inc. Condensed Notes to Consolidated Interim Financial Statements Three and Nine Months Ended December 31, 2014 (Unaudited) (Expressed in U.S. Dollars) |
| 7. | Royalty Payments (Continued) |
| Additionally, the Company is required to make royalty payments of 10% of earnings before interest, taxes, depreciation and amortization to an arms-length corporation in exchange for financial and advisory services. |
| These royalties are calculated on a quarterly basis. For the three months and nine months ended December 31, 2014, there was no royalty expense. For the three and nine months ended December 31, 2013, royalty expense amounted to $19,954. During the three months ended September 30, 2014, Emerald paid the full amount owing to the royalty holder and assumed the royalty holder’s royalty receivable from the Company. As of December 31, 2014, $21,788 is owed to Emerald (March 31, 2014 - $22,863 owed to the previous royalty holder). |
| 8. | Share Capital |
| Common Stock issued and fully paid: |
| Number of Common Shares | ||||
| Balance, March 31, 2013 and December 31, 2013 | 15,892,062 | |||
| Debt converted for common stock | 100,310,000 | |||
| Common stock cancelled on reverse merger | (103,863,458 | ) | ||
| Issuance of common stock on reverse merger | 60,000,000 | |||
| Issuance of common stock for cash | 20,000,000 | |||
| Issuance of common stock for services | 9,233,860 | |||
| Balance, March 31, 2014 | 101,572,464 | |||
| Issuance of common stock on exercise of stock options | 325,000 | |||
| Issuance of common stock on acquisition of mineral interest | 6,514,350 | |||
| Issuance of common stock for services | 200,000 | |||
| Balance, December 31, 2014 | 108,611,814 |
| On June 19, 2013, the Company entered into an agreement (the “Amalgamation Agreement”), among Ourco Capital Ltd. (“Ourco”), the Company’s wholly-owned subsidiary, International Eco Endeavors Corp., a private British Columbia, Canadian corporation (“Eco Endeavors”), and its wholly-owned subsidiaries Kenderesh Endeavors Corp. (“Kenderesh”), and Kenderes Biogáz. The Company closed the Amalgamation Agreement and completed the amalgamation of Ourco and Eco Endeavors under the name “Blox Energy Inc.” (“Amalco”), thereby acquiring all of the issued and outstanding shares of Blox Energy Inc, on February 27, 2014. |
| Pursuant to the Amalgamation Agreement, the Company issued 60,000,000 units for a total consideration of $3,000,000 on February 27, 2014, each unit consisting of one common share and one share purchase warrant, each warrant exercisable into an additional common share of the Company at an exercise price of $0.05 per share for a period of five years from the closing date. |
11
| Blox, Inc. Condensed Notes to Consolidated Interim Financial Statements Three and Nine Months Ended December 31, 2014 (Unaudited) (Expressed in U.S. Dollars) |
| 8. | Share Capital (Continued) |
| Common Stock issued and fully paid (Continued) |
| In connection with the closing of the Amalgamation Agreement on February 27, 2014, the Company completed a non-brokered private placement, pursuant to which the Company issued an aggregate of 20,000,000 units at a price of $0.05 per unit for gross proceeds of $1,000,000. Each unit consisted of one common share and one share purchase warrant, each warrant entitling the holder to acquire an additional common share at the exercise price of $0.05 for a period of 5 years from the closing of the financing. |
| Pursuant to a consulting agreement dated February 27, 2014 between the Company and Robert Abenante, a director and officer of the Company, Mr. Abenante was issued an additional 9,233,860 common shares of the Company and 8,000,000 share purchase warrants (the “Abenante Stock”) entitling Mr. Abenante to acquire additional common shares at the exercise price of $0.05 for a period of 5 years from February 27, 2014. The entry into the consulting agreement was a condition of closing of the Amalgamation Agreement. The Abenante Stock is subject to an escrow agreement whereby 25% of the Abenante Stock was released on February 27, 2014 (“Start Date”), 25% was released on August 27, 2014, 25% will be released 12 months from the Start Date and 25% will be released 18 months from the Start Date, providing Mr. Abenante remains an officer of the Company failing which the non-released Abenante Stock will be returned to the Company. |
| The fair value of the common shares included in the Abenante Stock of $0.05 per common share was based on the price of the non-brokered private placement on February 27, 2014. The fair value of the warrants of included in the Abenante Stock was based on the Black-Scholes option pricing model using input assumptions of a risk free interest rate of 1.49%, volatility of 149%, expected dividend yield of zero and expected life of 5 years. The fair value of the current year Abenante Stock is expensed in the statement of operations over the escrow period on a straight-line basis with $115,425 expensed during the year ended March 31, 2014 and $97,478 and $219,948 expensed in the three month and nine month period ended December 31, 2014, respectively (2013 - $nil). The remainder includes current prepaid expenses of $126,321 (March 31, 2014 - $230,846) and long term prepaid expenses of $nil (March 31, 2014 - $115,423). |
| On July 24, 2014 in consideration for the acquisition of the interest in the Property, the Company issued an aggregate of 6,514,350 shares of common stock of the Company, at a deemed price of $0.1765 per share, for an aggregate deemed value of $1,150,000. For accounting purposes, the Company recorded $781,722 as the fair value of the First Tranche Shares in mineral interest. The fair value of the First Tranche Shares was based on the closing price of the Company’s shares on the OTCQB on July 24, 2014. |
| Within 14 days of commercial gold production being publicly declared from ore mined from the Property, the Company will issue a Second Tranche of shares of common stock of the Company. The number of Second Tranche Shares to be issued shall be calculated by dividing US$1,150,000 by the volume weighted average share price of the Company's common stock over a 20 day period preceding the issuance date. |
| On October 27, 2014, the Company issued 200,000 common shares valued at $36,001 as payment for consulting services. The fair value of the shares issued was based on the closing price of the Company’s shares on the OTCQB on October 27, 2014. |
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| Blox, Inc. Condensed Notes to Consolidated Interim Financial Statements Three and Nine Months Ended December 31, 2014 (Unaudited) (Expressed in U.S. Dollars) |
| 8. | Share Capital (Continued) |
| Warrants |
| The Company’s outstanding warrants as at December 31, 2014 and March 31, 2014 were as follows: |
| Number of Warrants | Weighted Average Exercise Price | Expiry Date | Remaining Life (Years) | ||||||||||
| March 31, 2013 | - | ||||||||||||
| Issued on reverse acquisition | 60,000,000 | $0.05 | February 27, 2019 | 4.2 | |||||||||
| Issued for cash | 20,000,000 | $0.05 | February 27, 2019 | 4.2 | |||||||||
| Issued for prepaid services | 8,000,000 | $0.05 | February 27, 2019 | 4.2 | |||||||||
| December 31, 2014 and March 31, 2014 | 88,000,000 |
| Stock Options |
| On the closing of the Amalgamation Agreement on February 27, 2014, the Company granted 1,700,000 stock options to directors and employees. Each stock option is exercisable at a price of $0.01 per share until expiry on the date that is 5 years from February 27, 2014. All stock options vested on February 27, 2014, but are subject to an escrow agreement whereby common stock issued on the exercise of the stock options will be held in escrow to be released as to 25% on February 27, 2014 (“Release Date”), 25% 6 months from the Release Date, 25% 12 months from the Release Date and 25% 18 months from the Release Date, providing the stock option holder remains with the Company failing which the escrowed common shares will be returned to the Company. Each stock option had a fair value of $0.05, which was based on the Black-Scholes option pricing model. The fair value of the stock options is expensed in the statements of comprehensive loss with $85,000 expensed during the year ended March 31, 2014. On August 9, 2014, the exercise price of 1,000,000 stock options previously granted to two directors was amended to $0.05 from $0.01 and there was no impact to the fair value as a result of the re-pricing. |
| On August 7, 2014, the Company granted 4,500,000 stock options to directors and consultants. These stock options have an exercise price of $0.15 and expire on August 7, 2019 with 25% vesting on the date of grant and 25% vesting every six months after the date of grant. Each stock option had a fair value of $0.15, which was based on the Black-Scholes option pricing model. The fair value of the stock options is expensed in the statements of comprehensive loss with $154,688 and $426,563 expensed during the three and nine months ended December 31, 2014, respectively. |
| On October 27, 2014, the Company granted 500,000 stock options to consultants. These stock options have an exercise price of $0.15 and expire on October 27, 2019 with 25% vesting on the date of grant and 25% vesting every six months after the date of grant. Each stock option had a fair value of $0.17, which was based on the Black-Scholes option pricing model. The fair value of the stock options is expensed in the statements of comprehensive loss with $34,236 expensed during the three months ended December 31, 2014. |
13
| Blox, Inc. Condensed Notes to Consolidated Interim Financial Statements Three and Nine Months Ended December 31, 2014 (Unaudited) (Expressed in U.S. Dollars) |
| 8. | Share Capital (Continued) |
| Stock Options (Continued) |
| The share-based compensation for stock options granted was estimated using the Black-Scholes option pricing model with the following assumptions: |
| Assumptions | ||
| Risk-free interest rate | 1.49% - 1.6% | |
| Expected stock price volatility | 149% - 203% | |
| Expected dividend yield and forfeiture | 0.00% | |
| Expected life of options | 5 years |
| The following table summarizes historical information about the Company’s incentive stock options: |
| Nine Months Ended December 31, 2014 | Year Ended March 31, 2014 | ||||||||||||
| Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | ||||||||||
| Options Outstanding – beginning of period | 1,700,000 | $ | 0.03 | - | - | ||||||||
| Granted | 5,000,000 | $ | 0.15 | 1,700,000 | $ | 0.03 | |||||||
| Exercised | (325,000 | ) | $ | 0.01 | - | - | |||||||
| Forfeited | (375,000 | ) | $ | 0.01 | - | - | |||||||
| Options Outstanding – end of period | 6,000,000 | $ | 0.13 | 1,700,000 | $ | 0.03 | |||||||
| At December 31, 2014, the following stock options were outstanding and exercisable: |
| Exercise Price | Expiry Date | Options Outstanding | Weighted Avg. Remaining in Years | Options Exercisable | ||||||||||
| $0.05 | 27-Feb-19 | 1,000,000 | 4.2 | 1,000,000 | ||||||||||
| $0.15 | 07-Aug-19 | 4,500,000 | 4.6 | 1,125,000 | ||||||||||
| $0.15 | 27-Oct-19 | 500,000 | 4.8 | 125,000 | ||||||||||
| 6,000,000 | 4.5 | 2,250,000 |
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| Blox, Inc. Condensed Notes to Consolidated Interim Financial Statements Three and Nine Months Ended December 31, 2014 (Unaudited) (Expressed in U.S. Dollars) |
| 9. | Commitments |
| (a) | On June 22, 2013, the Company entered into a share purchase agreement with Waratah Investments Limited (“Waratah”) where the Company shall purchase all of Waratah’s right, title, and interest in the Quivira Gold Ltd. (“Quivira”) shares, of which Waratah holds 100% of the outstanding shares. As consideration for the Quivira shares, the Company will issue to Waratah 60,000,000 shares of common stock and 60,000,000 warrants. Each warrant entitles the holder to purchase one additional common share at $0.05 for a period of five years from the closing date. Quivira, a subsidiary of Waratah Investments, owns and operates gold and diamond mining properties in Ghana. |
| The closing of the agreement is subject to the completion of due diligence and the completion of a private placement. The Agreements provide that closing is subject to completion of a private placement financing of up to $1,500,000, consisting of units priced at $0.05 per unit, with each unit comprising a share in the common stock of the Company and a share purchase warrant, exercisable at $0.05 for five years. As of the issuance date of these financial statements, the due diligence and financing has not yet been completed. |
| (b) | On November 1, 2013, the Company entered into an agreement to lease office premises for $3,188 per month until October 31, 2015. |
| 10. | Geographical Area Information |
| Canada | Discontinued Operations (Hungary) | Africa | Total | ||||||||||
| December 31, 2014: | |||||||||||||
| Prepaid expenses | $ | - | - | $ | - | $ | - | ||||||
| Property, plant and equipment | 5,796 | - | 182,899 | 188,695 | |||||||||
| Mineral interest | - | - | 931,722 | 931,722 | |||||||||
| Total assets | $ | 150,334 | $ | - | 1,114,621 | $ | 1,264,955 | ||||||
| Total liabilities | $ | 168,278 | - | - | $ | 168,278 | |||||||
| March 31, 2014: | |||||||||||||
| Prepaid expenses | $ | 115,423 | - | - | $ | 115,423 | |||||||
| Property, plant and equipment | - | 812,060 | - | 812,060 | |||||||||
| Total assets | $ | 1,233,630 | $ | 897,031 | - | $ | 2,130,661 | ||||||
| Total liabilities | $ | 192,581 | 63,134 | - | $ | 255,715 |
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| Blox, Inc. Condensed Notes to Consolidated Interim Financial Statements Three and Nine Months Ended December 31, 2014 (Unaudited) (Expressed in U.S. Dollars) |
| Three Months Ended | Nine Months Ended | ||||||||||||
| December 31, 2014 | December 31, 2013 | December 31, 2014 | December 31, 2013 | ||||||||||
| Net Loss - Canada | $ | 465,349 | $ | 95,061 | $ | 1,331,616 | $ | 279,681 | |||||
| Net Loss - discontinued operations (Hungary) | 110,163 | 188,801 | 396,668 | 667,517 | |||||||||
| Net Loss - Africa | - | - | - | - | |||||||||
| Net loss for the Period | $ | 575,512 | $ | 283,862 | $ | 1,728,284 | $ | 947,198 | |||||
| All of the Company’s sales were in Hungary and the Company derived 99% of its sales from MAVIR Zrt. |
| 11. | Supplemental Cash Flow Information |
| During the nine months ended December 31, 2014, the Company issued 6,514,350 shares of common stock valued at $781,722 for the acquisition of the Mansounia mineral property interest and 325,000 shares of common stock for consulting services and exercise of stock options as non-cash investing and financing activities (2013 - nil). During the three months ended December 31, 2014, the Company issued 200,000 shares of common stock valued at $36,001 for consulting services as non-cash financing activities (2013 - nil). |
| 12. | Discontinued Operations |
| During the third fiscal quarter, the Company discontinued and ceased its operations at its Kenderes Biogas Plant (“the Plant”) in Hungary due to uneconomic conditions brought on by political and economic forces in Hungary. During the third fiscal quarter, the Company moved the Plant to Africa where the Company will look to provide energy to mining projects. At the end of the third quarter, the Company completed the sale of its wholly-owned Hungarian subsidiary, and shifted its focus to its business in West Africa. The following provides selected financial information of discontinued operations. |
| Interim Statements of Financial Position | |||||||
| December 31, 2014 | March 31, 2014 | ||||||
| Cash | $ | - | $ | ||||
| Accounts receivable | - | 41,100 | |||||
| Property, plant and equipment | - | 811,548 | |||||
| Accounts payable and accrued liabilities | - | (63,134 | ) | ||||
| Net Assets of Discontinued Operations | $ | - | $ | 817,436 | |||
| Interim Statements of Comprehensive Loss | |||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||
| December 31, 2014 | December 31, 2013 | December 31, 2014 | December 31, 2013 | ||||||||||
| Net revenue | $ | - | $ | 217,869 | $ | - | $ | 645,163 | |||||
| Operating expenses | (453,661 | ) | (406,670 | ) | (740,166 | ) | (1,312,680 | ) | |||||
| Transfer from accumulated other comprehensive income | 343,498 | - | 343,498 | - | |||||||||
| Net Loss from Discontinued Operations | $ | (110,163 | ) | $ | (188,800 | ) | $ | (396,668 | ) | $ | (667,517 | ) | |
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| Blox, Inc. Condensed Notes to Consolidated Interim Financial Statements Three and Nine Months Ended December 31, 2014 (Unaudited) (Expressed in U.S. Dollars) |
| 12. | Discontinued Operations (Continued) |
| Interim Statements of Cash Flows | |||||||
| Nine Months Ended December 31, | |||||||
| 2014 | 2013 | ||||||
| OPERATING ACTIVITIES | |||||||
| Net loss from discontinued operations | $ | (396,668 | ) | $ | (667,517 | ) | |
| Non-cash adjustments: | |||||||
| Amortization | 102,668 | 180,941 | |||||
| Loss on disposal of property, plant and equipment | 552,081 | 14,279 | |||||
| Unrealized foreign exchange on translation of foreign operations | - | 112,720 | |||||
| Transfer from accumulated other comprehensive income | (343,498 | ) | |||||
| Changes in non-cash working capital: | |||||||
| Accounts receivable | 41,100 | (14,908 | ) | ||||
| Accounts payable | (63,134 | ) | 391,440 | ||||
| Cash (used in) provided by operating activities - discontinued operations | $ | (107,451 | ) | $ | 16,955 | ||
| INVESTING ACTIVITIES | |||||||
| Acquisition of equipment | $ | $ | (16,617 | ) | |||
| Proceeds from disposal of equipment | 79,529 | ||||||
| Cash (used in) provided by investing activities - discontinued operations | $ | 79,529 | $ | (16,617 | ) | ||
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this quarterly report on Form 10-Q.
Overview
We were incorporated in the State of Nevada on July 21, 2005. Following incorporation, we were engaged in the exploration of early-stage mineral properties. However, we were not successful in developing our mineral property interests and thus began to investigate other business opportunities in order to maximize shareholder value. As a result, we entered into the Amalgamation Agreement with Eco Endeavors, which closed on February 27, 2014.
Following the closing of the Amalgamation Agreement, we commenced focusing on the business currently carried on by Amalco, which operates as a renewable energy company that indirectly owns an operating biogas plant in Hungary. It was also engaged in the development of renewable energy projects and intended to expand into the provision of renewable energy services. Amalco operated a 1.14 MW biogas plant located just outside of Budapest, Hungary. The plant served as a pilot project to demonstrate the potential for similar use of renewable energy in a variety of regions and climates.
The Company's Kenderes Biogas Plant (“the Plant”) in Hungary was under care and maintenance and the Company cancelled its power contract during this idle time. The contract was between MAVIR Zrt. and Kenderes Biogáz Termelo Kft., the Company's subsidiary, for the sale of up to 5,842 megawatt-hours per year from July 2007 to December 2020. The power could be sold at three different rates each day: 37.72 Hungarian Forints per kilowatt-hour (HUF/kWh) at peak hours; 33.76 HUF/kWh at midday hours, and 13.75 HUF/kWh at night hours. The request was submitted on April 26, 2014 and approved on May 23, 2014 for termination on June 1, 2014. During the third fiscal quarter, the Company discontinued and sold its operations at its Plant due to uneconomic conditions brought on by political and economic forces in Hungary. The Company moved the Plant to Africa where the Company it expects to provide energy to mining projects. The Company completed the sale of its wholly-owned Hungarian subsidiary, and shifted its focus to its business in West Africa.
On August 6, 2014, the Company announced that it entered into a Deed of Assignment and Assumption Agreement dated July 24, 2014 (the "Assumption Agreement") with Joseph Boampong Memorial Institute Ltd. ("JBMIL") and Equus Mining Ltd. ("EML"), Burey Gold Guinee sarl ("BGGs") and Burey Gold Limited ("BGL") and, collectively with EML and BGGs, (the "Vendors"), pursuant to which the Company has agreed to assume JBMIL's right to acquire a 78% beneficial interest in the Mansounia Concession (the "Property") from the Vendors. The Company also announced that it has exercised that right and has acquired a 78% beneficial interest in the Property.
The Property lies in the southwest margin of the Siguiri Basin, in the Kouroussa Prefecture, Kankan Region, in Guinea, West Africa and covers a surface area of 145 square kilometres. The Property is located approximately 80 kilometres west, by road, from the country's third largest city, Kankan.
An exploration permit for the Property was granted by the Ministère des Mines et de la Géologie on August 20, 2013. As part of its due diligence, Blox obtained a legal opinion which confirmed that the license was in good standing at the time of acquisition. It is the Company's intention to obtain an exploitation permit, to allow the Company the exclusive right to mine and dispose of minerals for 15 years, with a possible 5 year extension. The Company has commenced work on the feasibility study required for obtaining this permit.
In consideration for the acquisition of the interest in the Property, the Company paid $107,143to BGL and $42,857to EML and on July 31, 2014, issued BGL and EML an aggregate of 6,514,350 shares of common stock of the Company (the "First Tranche Shares"), at a deemed price of $0.1765 per share, for an aggregate deemed value of $1,150,000. The First Tranche Shares were issued to BGL and EML in the proportions of 71.43% and 28.57%, respectively. For accounting purposes, the Company recorded the cash payment of $150,000 plus $781,722 as the fair value of the First Tranche Shares in mineral interest. The fair value of the First Tranche Shares was based on the closing price of the Company’s shares on the OTCQB on July 24, 2014.
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Within 14 days of commercial gold production being publicly declared from ore mined from the Property, the Company will issue BGL and EML a second tranche of shares of common stock of the Company (the "Second Tranche Shares"). The number of Second Tranche Shares to be issued shall be calculated by dividing $1,150,000 by the volume weighted average share price of the Company's common stock over a 20 day period preceding the issuance date. The Second Tranche Shares shall be issued to BGL and EML in the proportions of 71.43% and 28.57%, respectively.
Going Concern
Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to cover our operating costs and to allow us to continue as a going concern. The Company has incurred a net loss of $1,728,284 for the nine months ended December 31, 2014, and has incurred cumulative losses since inception of $7,613,459. These factors raise substantial doubt about the ability of the Company to continue as going concern. Our ability to continue as a going concern is dependent on our ability to continue obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to significantly curtail or cease operations.
We will need to raise additional funds to finance continuing operations. However, there are no assurances that we will be successful in raising additional funds. Without sufficient additional financing, it would be unlikely for us to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plans described in this annual report and eventually secure other sources of financing and attain profitable operations.
Results of Operations
Three and Nine Months Ended December 31, 2014 and 2013
The following summary of our results of operations should be read in conjunction with our audited consolidated interim financial statements for the three and nine months ended December 31, 2014 and 2013 which are included herein.
Revenue and Cost of Goods Sold
Our Plant in Hungary was under care and maintenance and we cancelled the power contract during this idle time. As a result, there were no revenues for the three and nine months ended December 31, 2014. During the third fiscal quarter, we discontinued and ceased our operations at our Plant due to uneconomic conditions brought on by political and economic forces in Hungary. During the third fiscal quarter, we moved the Plant to Africa where we expect to provide energy to mining projects. At the end of the third quarter, we completed the sale of our wholly-owned Hungarian subsidiary, and shifted our focus to our business in West Africa. As a result, the results of our Hungarian operations are shown as discontinued operations, which are discussed below.
19
Expenses
Our operating expenses were as follows:
| Three Months Ended December 31, | Nine Months Ended December 31 | |||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||
| Operating Expenses | ||||||||||||
| Consulting and professional fees | $ | 169,760 | $ | (517 | ) | $ | 611,445 | $ | 16,214 | |||
| Foreign exchange | 3,255 | - | 16,305 | - | ||||||||
| Interest expense | - | 46,199 | - | 140,504 | ||||||||
| Office and administration | 37,310 | 45,676 | 176,967 | 111,777 | ||||||||
| Other expense | 66,100 | - | 66,100 | - | ||||||||
| Salaries | - | 3,750 | - | 9,705 | ||||||||
| Share-based compensation | 188,924 | - | 460,799 | - | ||||||||
| Website development | - | (47 | ) | - | 1,481 | |||||||
| Loss From Continuing Operations | $ | 465,349 | $ | 95,061 | $ | 1,331,616 | $ | 279,681 | ||||
| Loss From Discontinued Operations | $ | 110,163 | $ | 188,801 | $ | 396,668 | $ | 667,517 | ||||
| Net Loss for the Period | $ | 575,512 | $ | 283,862 | $ | 1,728,284 | $ | 947,198 | ||||
Total operating expenses from continuing operations increased to $465,349 during the three months ended December 31, 2014 from $96,061 in the same quarter in 2013. Total operating expenses from continuing operations increased to $1,331,616 during the nine months ended December 30, 2014 from $279,681 in the same period in 2013.
The increase in consulting and professional fees is primarily due to higher and additional consulting fees paid for the management of the corporate office. The consulting fee includes amortization of prepaid consulting services that arose when the Company’s stock was issued as compensation for consulting services. The prepaid consulting fees is being amortized over a period of 18 months beginning in April 2014. Consulting and professional fees also include increased legal costs and fees when our shares qualified for trading on the OTCQB.
Office and administration expense increased during the nine months ended December 31, 2014 compared to the same period in 2013 due primarily to increase in corporate activities which led to additional costs for filing fees, news releases, accounting, office rent, insurance premiums and travel costs that were mostly incurred in the earlier part of this period. Expenses during the three months ended December 31, 2014 compared to the same period in 2013 decreased because there was less activity in the areas of filing fees, news releases, accounting, and travel costs.
Other expenses incurred in the 2014 periods were for shipping and set up costs for the Plant in Africa.
Share-based compensation is a non-cash expense that resulted when we granted 4,500,000 and 500,000 stock options to directors and employees on August 7, 2014 and October 27, 2014, respectively. The 4,500,000 and 500,000 stock options have a fair value of $0.15 and $0.17 each and are being amortized over a period of 18 months from the grant date.
We did not in incur any interest expense in 2014 compared to 2013 because the long-term debt existing in 2013 was converted to equity before the end of our fiscal 2014 year.
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Management anticipates operating expenses will materially increase in future periods as our company expands our business operations and incurs increased costs as a result of being a public company with a class of securities registered under the Securities Exchange Act of 1934.
Liquidity and Capital Resources
Working Capital
| Continuing Operations | December 31, 2014 | March 31, 2014 | ||||
| Current Assets | $ | 144,538 | $ | 1,203,178 | ||
| Current Liabilities | 168,278 | 255,715 | ||||
| Working Capital (Deficit) | $ | (23,740 | ) | $ | 947,463 |
Current Assets
The decrease in current assets as of December 31, 2014 compared to March 31, 2014 was primarily due to the decrease in cash to $59,271 from $903,850, as a result of the increase in expenses, and the $150,000 cash payment made for the acquisition of the Mansounia mineral interest during the nine months ended December 31, 2014. Other increases in cash expenditures were shipping costs of the Plant to Africa, consulting costs, filing fees, travel, insurance and other administration expenses as there were more activities this year compared to last year.
Current Liabilities
Current liabilities as at December 31, 2014 decreased by $ 87,437 primarily due to the sale of discontinued operations and the timing of payment of invoices as there were legal and supplier invoices that were paid after March 31, 2014.
Cash Flow
Our cash flow was as follows:
| Continuing Operations | Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||
| Net cash used in operating activities | $ | (238,002 | ) | $ | (79,040 | ) | $ | (660,139 | ) | $ | (197,906 | ) |
| Net cash provided (used) in investing activities | - | - | (156,518 | ) | - | |||||||
| Net cash provided by financing activities | - | 87,552 | - | 203,109 | ||||||||
| (Decrease) increase in cash and cash equivalents | $ | (238,002 | ) | $ | 8,512 | $ | (816,657 | ) | $ | 5,203 | ||
Operating activities
The increase in net cash used in operating activities for the three and six months ended December 31, 2014 compared to the same periods in 2013 was primarily as a result of increases in various expenses due to increased corporate activities.
Investing activities
The higher amount of cash used in investing activities in the 2014 periods compared to the 2013 periods was primarily due to the $150,000 cash payment made for the acquisition of the Mansounia mineral interest, partially offset by proceeds received on sale of equipment.
21
Financing activities
Net cash provided by financing activities for the 2013 periods was from proceeds received from long-term debt.
Critical Accounting Policies
There have been no significant changes to the critical accounting policies as described in our Annual Form 10-K for the year ended March 31, 2014.
Cash Requirements
We believe that the Company’s current cash position will not be sufficient to meet our present and near-term cash needs. Although as the Company continues to search for both mining and renewable opportunities, we will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements. For the next 12 months we estimate that our capital needs will be $250,000 to $500,000 and we currently have approximately $59,000 in cash. We are currently in discussions to obtain additional financing in the form of debt, equity or a combination thereof. However, there can be no assurance that we will be successful in obtaining additional financing. We expect to incur significant capital expenditures once we make a decision to develop the Mansounia mineral interest and close our anticipated gold acquisition of Quivira in Ghana. If our own financial resources and then current cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.
Contractual Obligations
Not applicable.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
Item 4. Controls and Procedures
Our management, including our principal executive officer and our principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934).
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), our principal executive officer and principal financial officer evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Based upon that evaluation, our chief executive officer, who is our principal executive officer and our principal financial officer, concluded that, as at September 30, 2014, our disclosure controls and procedures were not effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. The conclusion reached by our chief executive officer was a result of the material weaknesses described below.
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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 our annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:
| (i) | inadequate segregation of duties and effective risk assessment; |
| (ii) | significant management changes including the change of our Chief Financial Officer and Corporate Secretary; and |
| (iii) | inadequate security and restricted access to computer systems, including insufficient disaster recovery plans. |
To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
Remediation of Material Weaknesses
We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies. We intend to consider the results of our remediation efforts and related testing as part of our year-end 2015 assessment of the effectiveness of our internal control over financial reporting.
Due to our size and nature, segregation of all conflicting duties has not always been possible and may not be economically feasible. However, we are in the process of implementing processes and procedures intended to mitigate any material weaknesses identified.
Subject to receipt of additional financing, we intend to undertake the below remediation measures to address the material weaknesses described in this Form 10-Q. Such remediation activities include the following:
| (i) | we intend to and have taken some initial steps to increase the security and restricted access to computer systems, including a sufficient disaster recovery plan; and |
| (ii) | we intend to and have taken some initial steps to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes. |
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, our management, with the participation of our principal executive officer and principal financial officer has conducted an assessment, including testing, using the criteria in Internal Control — Integrated Framework (1992), issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Based on our evaluation under the framework in COSO, our management concluded that our internal controls over financial reporting were ineffective as of December 31, 2014 due to the above-noted material weaknesses. The weaknesses and their related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. We believe we have taken initial steps to mitigate these risks by consulting outside advisors where necessary.
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Our management believes that because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.
Item 1A. Risk Factors
Smaller reporting companies are not required to provide the information required by this Item 1A.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
None
Purchases of equity securities by the issuer and affiliated purchasers
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Securities Holders
None.
Item 5. Other Information
Item 6. Exhibits
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BLOX INC.
By: /s/ Robert Abenante
Robert J. Abenante
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: February 16, 2015
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.
By: /s/ Robert Abenante
Robert J. Abenante
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: February 16, 2015
By: /s/ Rick Low
Rick Low
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Date: February 16, 2015
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