UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| [X] | QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2014 |
| OR | |
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 000-54093
NEXT GALAXY CORP.
(Formerly, Wiless Controls Inc.)
(Exact Name of Small Business Issuer as specified in its charter)
NEVADA
(State or other Jurisdiction of Incorporation or Organization)
1680 Michigan Avenue, Suite 700
Miami Beach, FL 33139
(Address of principal executive offices)
(877) 407-9797
(Issuer's telephone number, including area code)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ]
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 (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ]
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" and "smaller reporting company" in Rule 12b-2 if the Exchange Act.
| Large Accelerated Filer | [ ] | Accelerated Filer | [ ] | |
Non-accelerated Filer (Do not check if 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 Act). YES [ ] NO [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
As of October 14, 2014, 144,171,187 shares of the registrant's common stock were outstanding.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NEXT GALAXY CORP
(Formerly known as WILESS CONTROLS INC)
BALANCE SHEET
August 31, 2014 (unaudited) | May 31, 2014 (audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 39,605 | $ | 7,047 | ||||
| Prepaid expenses | 51,000 | - | ||||||
| TOTAL CURRENT ASSETS | $ | 90,605 | $ | 7,047 | ||||
| OTHER ASSETS | ||||||||
| Intangible asset (note 4) | 140,000 | - | ||||||
| In Process Research and development (note 4) | 4,389,390 | - | ||||||
| 4,529,390 | - | |||||||
| TOTAL CURRENT ASSETS AND TOTAL ASSETS | $ | 4,619,995 | $ | 7,047 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Note payable-stockholders (note 6) | 135,150 | 1,024,372 | ||||||
| Accrued expenses and other current liabilities (note 5) | 104,340 | 483,129 | ||||||
| TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES | $ | 239,490 | $ | 1,507,501 | ||||
| STOCKHOLDERS' EQUITY (DEFICIENCY) | ||||||||
Common stock 500,000,000 shares authorized, par value $0.00001, 144,171,187 and 66,146,442 respectively issued and outstanding | $ | 1,441 | $ | 661 | ||||
| Additional paid in capital | 7,638,340 | 1,039,147 | ||||||
| Accumulated Deficit | (81,158 | ) | (81,158 | ) | ||||
| Deficit Accumulated during development stage | (3,178,118 | ) | (2,459,104 | ) | ||||
| TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) | $ | 4,380,505 | $ | (1,500,454 | ) | |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) | $ | 4,619,995 | $ | 7,047 | ||||
"See notes to financial statements"
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(Formerly known as WILESS CONTROLS INC)
STATEMENTS OF OPERATIONS
Three months ended August 31, 2014 and 2013
(unaudited)
Three months ended August 31, 2014 | Three months ended August 31, 2013 | |||||||
| SALES | $ | - | $ | - | ||||
| Cost of sales | - | - | ||||||
| Gross deficit | - | - | ||||||
| COSTS AND EXPENSES (INCOME): | ||||||||
| Selling, general and administrative | 1,085,050 | 65,320 | ||||||
| Research and Development | - | 33,735 | ||||||
| Debt conversion inducement expense (income) (note 6) | 22,905 | - | ||||||
| Changes in fair value of derivative liability | - | (35,225 | ) | |||||
| Loss on Write-off of Inventory | - | - | ||||||
| Gain on Settlement of Debts | (393,232 | ) | - | |||||
| Interest related party | 712 | 9,332 | ||||||
| Interest | 3,579 | 41,849 | ||||||
| TOTAL COSTS AND EXPENSES | 719,014 | 115,011 | ||||||
| NET LOSS from continuing operations | $ | (674,341 | ) | $ | ||||
| NET LOSS from discontinued operations | $ | (44,673 | ) | $ | (115,011 | ) | ||
| Net Loss Per Share | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Average weighted Number of Shares | 126,154,096 | 65,407,486 | ||||||
"See notes to financial statements"
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NEXT GALAXY CORP
(Formerly known as WILESS CONTROLS INC)
Three months ended August 31, 2014 and August 31, 2013
(unaudited)
Three months ended August 31, 2014 | Three months ended August 31, 2013 | |||||||
| Cash Flow from Operating activities: | ||||||||
| Net loss | $ | (719,014 | ) | $ | (115,011 | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities | ||||||||
| Gain on Settlement of Debts | (393,232 | ) | ||||||
| Debt Conversion Inducement (Income) Expense | 22,905 | - | ||||||
| Interest expense related to derivatives | - | 29,133 | ||||||
| Gain on change in fair value of derivatives liability | - | (35,225 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in prepaid expenses | (51,000 | ) | - | |||||
| Increase in accrued expenses and other current liabilities | 1,017,139 | 80,316 | ||||||
| Net cash used in operating activities | $ | (123,202 | ) | $ | (40,787 | ) | ||
| Cash Flow from Investing activities: | ||||||||
| Acquisition In Process Research and development | (129,390 | ) | - | |||||
| Net cash used in investing activities | $ | (129,390 | ) | $ | - | |||
| Cash Flow from Financing activities: | ||||||||
| Proceeds of notes payable stockholder | 285,150 | 40,754 | ||||||
| Proceeds of notes payable | - | - | ||||||
| Net cash provided by financing activities | $ | 285,150 | $ | 40,754 | ||||
| Increase (Decrease) in cash | 32,558 | (33 | ) | |||||
| Cash- beginning of period | 7,047 | 2,178 | ||||||
| Cash - end of period | $ | 39,605 | $ | 2,145 | ||||
| Notes payable stockholders | $ | - | $ | - | ||||
| Non cash component of debt conversion | $ | - | $ | - | ||||
| Supplemental Disclosure of Cash Flow information | ||||||||
| Conversion of current liabilities to common stock | $ | 1,102,697 | $ | - | ||||
| Conversion of notes payable to common stock | $ | - | $ | 12,000 | ||||
| Debt discount in notes payable | $ | - | $ | (29,133 | ) | |||
| Notes payable stockholders | $ | 1,074,371 | $ | - | ||||
| Non cash component of debt conversion | $ | - | $ | - | ||||
| Non cash component of acquisition In Process Research & development | $ | 4,400,000 | ||||||
Non cash component of stock issued for In Process Research & development acquisition | $ | (4,400,000 | ) | |||||
"See notes to financial statements"
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NEXT GALAXY CORP.
(Formerly known as WILESS CONTROLS INC)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – NATURE OF BUSINESS
The Company was incorporated under the laws of the State of Nevada on May 6, 2009. The Company's specific goal was to create a profitable service for placing Canadian citizens in accounting positions with Canadian corporations. On November 29, 2012, we changed our name to Wiless Controls Inc. On June 23, 2014, we changed the focus of our business from services to the machine-to-machine market to technology solutions that provide easy and convenient tools and resources for people to meet, communicate and connect through shared interests, events and activities and on August 19, 2014, we changed our name to Next Galaxy Corp. Our shares of common stock are traded on the OTCQB operated by the Financial Industry Regulatory Authority under the symbol "NXGA".
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company cash balances accounts at institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company's accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts.
We consider all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.
FAIR VALUE MEASUREMENTS
The Company adopted the provisions of ASC Topic 820, "Fair Value Measurements and Disclosures", which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses, notes payable, and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
* level l - quoted prices in active markets for Identical assets or liabilities
* level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable
* level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
The Company's derivative liability, classified as a level 3 liability, is the only financial liability measured at fair value on a recurring basis.
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INCOME TAXES
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
USE OF ESTIMATES
The preparation of the financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include derivative financial instruments issued in financing transactions, the collectability of accounts receivable and deferred taxes and related valuation allowances. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary.
LOSS PER COMMON SHARE
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding.
Diluted net loss per common share is computed by dividing the net loss, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities.
STOCK BASED COMPENSATION
The Company accounts for stock options and similar equity instruments issued in accordance with ASC 718. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. ASC 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.
ORGANIZATIONAL COSTS
Organizational costs, which relate to the Company start-up organization, are expenses as incurred. Such costs are included in selling, general and administrative costs.
RESEARCH AND DEVELOPMENT
Research and development costs are capitalized to In Process Research and Development as incurred.
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NEW ACCOUNTING PRONOUNCEMENTS
In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer in a development stage that in prior years it had been in the development stage.
The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. Finally, the amendments remove paragraph 810-10-15-16. Paragraph 810-10-15-16 states that a development stage entity does not meet the condition in paragraph 810-10-15-14(a) to be a variable interest entity if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities that it is currently engaged in and (2) the entity's governing documents and contractual arrangements allow additional equity investments. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company adopted ASU No. 2014-10 effective July 31, 2014.
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company's accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.
NOTE 3 – GOING CONCERN
The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. Since our inception in 2009, we have generated losses from operations and we anticipate that we will continue to generate losses from operations for the foreseeable future. During the three months ended August 31, 2014 the Company has incurred losses of $719,014. The Company has positive working capital of $4,380,505 and a stockholders' equity of $4,380,505 at August 31, 2014. These factors among others raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans for the Company's continued existence include selling additional stock and borrowing additional funds to pay overhead expenses.
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The Company's future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds.
The Company's inability to obtain additional cash could have a material adverse effect on its financial position, results of operations and its ability to continue in existence. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 4 – ASSET PURCHASE AND INTANGIBLE ASSET
On June 23, 2014, the Company entered into a IP Asset Purchase Agreement (the "Purchase Agreement"), with Mary Spio, pursuant to which the Company agreed to purchase certain patents owned and invented by Mrs. Spio (the "Purchased Assets"). Under the terms of the Purchase Agreement and in consideration for the acquisition of the Purchased assets, the Company issued to Mrs. Spio an aggregate of 55,000,000 common shares of the Company. The company accounted for the acquisition in accordance with ASC 805-50-15 as an acquisition of assets rather than a business. The fair value of the assets acquired was based on their relative fair market values on the acquisition date as determined by an appraisal obtainedby the Company.
Assets acquired:
Patent # 1; Topic search based method and apparatus for facilitating social contact in a network of users
Patent # 2; watermarking of biometrically authenticated subjects for social networks
CEEK Intellectual Property; CEEK Blended Live Events Entertainment Platform (VR/AR/Realife)
Next Galaxy Media; property and other proprietary rights relating to the project identified as Next Galaxy Media and all activities and developments related.
NOTE 5 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses consisted of the following at:
August 2014 | May 2014 | |||||||
| Accrued interest | $ | 1,907 | $ | - | ||||
| Accrued interest related party | - | 162,698 | ||||||
| Accrued compensation | 60,000 | 24,000 | ||||||
| Accrued operating expenses | 42,433 | 296,431 | ||||||
| $ | 104,340 | $ | 483,129 | |||||
NOTE 6 – NOTES PAYABLE – STOCKHOLDERS'
In 2014, the Company received additional loans from Michel St-Pierre in the amount of $1,800. During the three month period ending August 31, 2014, Michel St-Pierre converted his loans balance of $386,512 into 3,734,581 common shares of Next Galaxy Corp. At August 31, 2014, the loans amounted to $0. These loans carry an interest of 10% and are payable on demand.
During the three month period ending August 31, 2014, a stockholder converted his loans balance of $164,140 into 1,585,969 common shares of Next Galaxy Corp. The amount owed to stockholder August 31, 2014 is $0. These loans carry an interest of 10% and are payable on demand.
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In 2014, the Company received additional loans from Capex Investments Limited, a shareholder, in the amount of $285,150. During the three month period ending August 31, 2014, Capex Investments Limited converted $328,780 of his loans balance into 3,176,761 common shares of Next Galaxy Corp. In 2014, the Company has entered into an agreement with Capex Investment Limited where Capex Investment took charge of all the assets and liabilities related to services to the machine-to-machine business and granted a reduction of $100,000 of the loans owed to Capex Investment. In 2014, the Company received additional loans from Capex Investments Limited, a shareholder, in the amount of $192,000. The amount owed to Capex Investments Limited at August 31, 2014 is $135,050. These loans carry an interest of 10% and are payable on demand.
The Company has not received any loans from DT Crystal in 2014. During the three month period ending August 31, 2014, DT Crystal converted his loans balance of $44,940 into 434,224 common shares of Next Galaxy Corp. The amount owed to DT Crystal August 31, 2014 is $0. These loans carry an interest of 10% and are payable on demand.
A summary of the amounts outstanding is as follows:
Balance August 31, | Balance May 31, | |||||||
| 2014 | 2013 | |||||||
| Michel St-Pierre | $ | - | $ | 386,512 | ||||
| Stockholder | - | 164,140 | ||||||
| Capex Investments Limited | 135,050 | 428,780 | ||||||
| DT Crystal | - | 44,940 | ||||||
| $ | 135,050 | $ | 1,024,372 | |||||
NOTE 7 – CAPITAL STOCK
The company is authorized to issue 500,000,000 shares of common stock (par value $0.00001) of which 144,171,187 were issued and outstanding as of August 31, 2014.
A total of 55,000,000 shares of common stock were issued to Ms. Mary Spio, one of our officers and director, in consideration of IP Asset Purchase (see Note 4), all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.
A total of 4,608,050 shares of common stock were issued to Mr. Michel St-Pierre, one of our officers and director, in consideration of conversion of a debt of $460,805, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.
A total of 5,676,916 shares of common stock were issued to Capex Investments Limited, in consideration of conversion of a debt of $575,191, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.
A total of 10,000,000 shares of common stock were issued to Mr. Barrett Ehrlich, in consideration of consulting fees of $900,000, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.
A total of 1,739,406 shares of common stock were issued to Mr. JP Langlais, in consideration of conversion of a debt of $173,940, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.
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A total of 500,373 shares of common stock were issued to DT Crystal, in consideration of conversion of a debt of $50,037, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.
A total of 500,000 shares of common stock were issued to Emerging Growth LLC, in consideration of conversion of a debt of $40,000, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.
The shares were issued pursuant to the exemption contained in Reg. S of the Securities Act of 1933, as amended (the "Act"), or pursuant to the exemption from registration contained in Section 4(a)(1) of the Act.
NOTE 8 – INCOME TAXES
The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement and income tax purposes under enacted tax laws and rates.
The tax effects of temporary differences that give rise to deferred tax assets are presented below:
| August 31 | May 31, | |||||||
| 2014 | 2014 | |||||||
| Statutory tax rate (including state tax) | 40.0 | % | 40.0 | % | ||||
| Valuation allowance | (40.0 | %) | (40.0 | %) | ||||
| Income tax provision | 0 | % | 0 | % | ||||
Components of the Company's deferred tax liabilities and assets are as follows:
| August 31 | May 31, | |||||||
| 2014 | 2013 | |||||||
| Deferred tax asset | $ | 719,014 | $ | 1,015,897 | ||||
| Valuation allowance | (719,014 | ) | (1,015,897 | ) | ||||
| Deferred tax asset net of valuation allowance | $ | - | $ | - | ||||
NOTE 9 – COMMITMENTS AND CONTINGENCIES
The Company does not have any commitments nor contingencies.
NOTE 10 – RELATED PARTY TRANSACTIONS
See Note 6 regarding Notes Payable to related parties.
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NOTE 11 – DISCONTINUED OPERATIONS (MACHINE-TO-MACHINE BUSINESS)
Following the IP Asset Purchase Agreement the Company through the issue date of the Financial Statements and noted there were no material subsequent events as of that date. The focus of our business from services to the machine-to-machine market to technology solutions that provide easy and convenient tools and resources for people to meet, communicate and connect through shared interests, events and activities. The Company has entered into an agreement with Capex Investment Limited where Capex Investment took charge of all the assets and liabilities related to services to the machine-to-machine business and granted a reduction of $100,000 of the loans owed to Capex Investment.
In accounting for the above agreement the Company has (1) recognized the disposition of the affairs related to the machine-to-machine business. The effects of this agreement beyond the Company's exit from the machine-to-machine business within the Company's balance sheet at August 31, 2014 are summarized below. The Company has recognized approximately $393,232 in gain on settlement of debts.
| Effects of agreement | ||||||||
| Before | After | |||||||
| Outstanding common shares | 66,146,442 | 121,146,442 | ||||||
| Wind up of machine-to-machine business | ||||||||
| Assets | 0 | 0 | ||||||
| Liabilities | 632,686 | 239,454 | ||||||
| Stockholders' Deficiency | (632,686 | ) | (239,454 | ) | ||||
NOTE 12 – SUBSEQUENT EVENTS
Management evaluated all activity of the Company through the issue date of the Financial Statements and noted there were no material subsequent events as of that date.
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| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. |
The following discussion of the financial condition and results of our operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the period ended August 31, 2014 (this "Report"). This Report contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this report, including, without limitation, "believes", "anticipates," "expects" and the like, constitute "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.
During the past few months, we have hired independent contractors that have worked on developing a method and apparatus for facilitating social contact in a network of users. They are to create CEEK, a fully immersive and interactive social virtual reality platform that simulates the communal experience of being at a movie, music concert, sports game, museum, business conference or meeting, spectator event or travel destination.
On June 19, 2014, we entered into an IP Asset Purchase Agreement (the "Agreement") with Mary Spio ("Spio") to acquire certain assets (the "IP Assets") owned by her in consideration of 55,000,000 restricted shares of our common stock. The IP Assets are used in developing a method and apparatus for facilitating social contact in a network of users.
On or about June 19, 2014, as a result of completing our Agreement, we changed the focus of our business from services to the Machine-to-Machine market to technology solutions company that provides easy and convenient tools and resources for people to meet, communicate and connect through shared interests, events and activities.
On June 19, 2014, Mary Spio has been nominated president, principal executive officer and a member of our board of directors.
On June 23, 2014, we completed the Agreement with Mary Spio and exchanged the 55,000,000 restricted shares of our common stock for the IP Assets.
On July 14, 2014, Laurie Clark was nominated Director and Chief Operating Officer.
On August 12, 2014, as a leading technology and content solutions company developing dynamic, innovative experiences for consumers, we announced that Grammy nominated music producer Willie "Bum Bum" Baker through his new production company New Revolt has entered into partnership with us to create a series of reality shows featuring various musical artists for the CEEK platform, a fully immersive social entertainment platform in development for accessing Virtual Reality and Augmented Reality content. The "docu-series" will be shot with 360 cameras to create the most intimate and immersive experience and designed for viewing through Virtual Reality headgear, such as the Oculus Rift.
On August 19, 2014, we changed our name to Next Galaxy Corp. Our shares of common stock are traded on the OTCQB operated by the Financial Industry Regulatory Authority under the symbol "NXGA".
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For the Three Month Period ended August 31, 2014
Overview
We recorded net losses of $719,014 for the three month period ended August 31, 2014 as compared to net losses of $115,011 for the comparable period of 2013.
Development Stage Expenditures
Development stage expenditures for the three month period ended August 31, 2014, were 83,946 in professional fees and consulting, $60,000 in salaries and $900,000 in finder's fee paid for IP Asset Purchase. This is compared to development stage expenditures for the three month period ended August 31, 2013, were $11,371 in professional fees, $48,000 in salaries and $33,735 in research and development. The increase in development stage expenditures resulted from the finder's fee paid for IP Asset Purchase and the increase in professional fees expense.
Sales
For the three month period ended August 31, 2014 we had no gross revenues as compared to gross revenues of $0 for the same period of 2013. We are not generating revenues because we are presently working on the development a fully immersive and interactive social virtual reality platform that simulates the communal experience of being at a movie, music concert, sports game, museum, business conference or meeting, spectator event or travel destination.
Total Cost and Expenses
For the three month period ended August 31, 2014, we incurred total costs and expenses of $719,014. This compared to $115,011for last year, an increase of 500% from the same period of 2013. The increase in total cost and expenses resulted from the increase of professional fees expenses and finder's fee paid for IP Asset Purchase.
Selling, General and Administration
For the three month period ended August 31, 2014, we incurred selling, general and administration expenses of $1,085,050 and $65,320 for last year, an increase of 1500% from the three month period last year. The increase resulted from the professional fees expenses and finder's fee paid for IP Asset Purchase.
We calculate interest in accordance with the respective note payable and note payable stockholders. For the three month period ended August 31, 2014, we incurred $4,291 compared to $51,181 for last year. The decrease of 92% was caused by interest reduction due to debts conversion into common shares of the company.
Liquidity and Capital Resources
At August 31, 2014, we had $39,605 in cash, as opposed to $7,047 in cash at May 31, 2014. Total cash requirements for operations for the three month period ended August 31, 2014 was $123,202. As a result of its new business plan, management estimates that cash requirements through the end of the fiscal year ended May 31, 2015 will be between $500,000 thousand to $2,000,000 thousand. As of the date of this Report, we do not have available resources sufficient to cover the expected cash requirements through the end of the second quarter of 2015 or the balance of the year. As a result, there is substantial doubt that we can continue as an ongoing business without obtaining additional financing. Management's plans for maintaining our operations and continued existence include selling additional equity securities and borrowing additional funds to pay operational expenses. There is no
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assurance we will be able to generate sufficient cash from operations, sell additional shares of Common Stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and our ability to continue our existence. If our losses continue and we are unable to secure additional financing, we may ultimately be required to seek protection from creditors under applicable bankruptcy laws.
We had total assets of $4,619,995 as of August 31, 2014. This was an increase of $4,612,948, or 65.4%, as compared to total assets of $7,047 as of May 31, 2014. The increase was primarily attributable to Intangible assets and In Process Research and Development assets.
We had total current liabilities of $239,490 as of August 31, 2014. This was a decrease of $1,268,011, or 84%, as compared to current liabilities of $1,507,501 as of May 31, 2014. The net decrease was attributable to conversion of loans stockholders into common shares of the company.
For the three month period ended August 31, 2014, the Company received additional loans from Michel St-Pierre, a shareholder, in the amount of $1,800. Michel St-Pierre converted his loans balance of $386,512 into 3,734,581 common shares of Next Galaxy Corp. In 2014, the Company received loans of $20,049. At August 31, 2014, the loans amounted to $0. These loans carry an interest of 10% and are payable on demand.
Our financial condition raises substantial doubt about our ability to continue as a going concern. Management's plan for our continued existence includes selling additional stock through private placements and borrowing additional funds to pay overhead expenses while maintaining marketing efforts to raise our sales volume. Our future success is dependent upon our ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that we will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and our ability to continue as a going concern.
This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Memorandum. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We have only had operating losses which raise substantial doubts about our viability to continue our business and our auditors have issued an opinion expressing the uncertainty of our Company to continue as a going concern. If we are not able to continue operations, investors could lose their entire investment in our Company. Presently, the monthly negative cash flow amounts to $25,000 and our available cash cannot sustain current operations for more than one month. In order to continue our operations, we want to sell additional shares of common stock or borrow additional funds and generate sufficient cash from operations to support our company for the next twelve months.
Off-Balance Sheet Arrangements
We are not a party to any off-balance sheet arrangements.
We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder's equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Limitations on the Effectiveness of Controls
Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the 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 a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
As of August 31, 2014, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matter involving internal controls and procedures that our
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management considered to be a material weakness under the standards of the Public Company Accounting Oversight Board was the lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. The aforementioned material weaknesses were identified by our management in connection with the review of our financial statements for the period ended August 31, 2014.
Management believes that the material weakness set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
This periodic report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only the management's report in this quarterly report.
| - | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; |
| - | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the quarter ended August 31, 2014 that has affected, or is reasonably likely to affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES.
In the last quarter you issued 78,024,745 shares of common stock.
A total of 55,000,000 shares of common stock were issued to Ms. Mary Spio, one of our officers and director, in consideration of IP Asset Purchase (see Note 4), all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.
A total of 4,608,050 shares of common stock were issued to Mr. Michel St-Pierre, one of our officers and director, in consideration of conversion of a debt of $460,805, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.
A total of 5,676,916 shares of common stock were issued to Capex Investments Limited, in consideration of conversion of a debt of $575,191, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.
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A total of 10,000,000 shares of common stock were issued to Mr. Barrett Ehrlich, in consideration of consulting fees of $900,000, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.
A total of 1,739,406 shares of common stock were issued to Mr. JP Langlais, in consideration of conversion of a debt of $173,940, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.
A total of 500,373 shares of common stock were issued to DT Crystal, in consideration of conversion of a debt of $50,037, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.
A total of 500,000 shares of common stock were issued to Emerging Growth LLC, in consideration of conversion of a debt of $40,000, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.
The shares were issued pursuant to the exemption contained in Reg. S of the Securities Act of 1933, as amended (the "Act"), or pursuant to the exemption from registration contained in Section 4(a)(1) of the Act.
The following documents are included herein:
| Exhibit | Incorporated by reference | Filed | |||
| Number | Document Description | Form | Date | Number | herewith |
| 3.1 | Articles of Incorporation, as amended | S-1 | 6/19/09 | 3.1 | |
| 3.2 | Bylaws | S-1 | 6/19/09 | 3.2 | |
| 4.1 | Stock Certificate | S-1 | 6/19/09 | 4.1 | |
| 10.1 | Consulting Agreement – Michel St-Pierre | 10-K | 8/19/11 | 10.1 | |
| 10.2 | Consulting Agreement – Jean-Paul Langlais | 10-K | 8/19/11 | 10.2 | |
| 10.3 | Manufacturing Agreement with SMT Hautes Technologies | 10-K | 8/19/11 | 10.3 | |
| 10.4 | Partnership Agreement with Monnit Corp. | 10-K | 8/19/11 | 10.4 | |
| 10.5 | License Agreement with iMetrik Global Inc. | 10-K | 8/19/11 | 10.5 | |
| 10.6 | Loan Agreement with Capex Investment Limited | 10-K | 8/19/11 | 10.1 | |
| 10.7 | IP Asset Purchase Agreement with Mary Spio | 8-K | 6/27/14 | 10.1 | |
| 10.8 | IP Asset Purchase and Sale Agreement and Addendum | 8-K/A-1 | 9/08/14 | 10.1 | |
| 14.1 | Code of Ethics | 10-K | 8/20/10 | 14.1 | |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
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| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer | X | |||
| 32.2 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer | X | |||
| 99.1 | Audit Committee Charter | 10-K | 8/20/10 | 99.2 | |
| 99.2 | Disclosure Committee Charter | 10-K | 8/20/10 | 99.3 | |
| 101.INS | XBRL Instance Document | X | |||
| 101.SCH | XBRL Taxonomy Extension – Schema | X | |||
| 101.CAL | XBRL Taxonomy Extension – Calculations | X | |||
| 101.DEF | XBRL Taxonomy Extension – Definitions | X | |||
| 101.LAB | XBRL Taxonomy Extension – Labels | X | |||
| 101.PRE | XBRL Taxonomy Extension – Presentation | X |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 15th day of October, 2014.
| NEXT GALAXY CORP. | ||
| BY: | MARY SPIO | |
| Mary Spio | ||
| President, Principal Executive Officer and Director | ||
| BY: | MICHEL ST-PIERRE | |
| Michel St-Pierre | ||
| Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director | ||
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EXHIBIT INDEX
| Exhibit | Incorporated by reference | Filed | |||
| Number | Document Description | Form | Date | Number | herewith |
| 3.1 | Articles of Incorporation, as amended | S-1 | 6/19/09 | 3.1 | |
| 3.2 | Bylaws | S-1 | 6/19/09 | 3.2 | |
| 4.1 | Stock Certificate | S-1 | 6/19/09 | 4.1 | |
| 10.1 | Consulting Agreement – Michel St-Pierre | 10-K | 8/19/11 | 10.1 | |
| 10.2 | Consulting Agreement – Jean-Paul Langlais | 10-K | 8/19/11 | 10.2 | |
| 10.3 | Manufacturing Agreement with SMT Hautes Technologies | 10-K | 8/19/11 | 10.3 | |
| 10.4 | Partnership Agreement with Monnit Corp. | 10-K | 8/19/11 | 10.4 | |
| 10.5 | License Agreement with iMetrik Global Inc. | 10-K | 8/19/11 | 10.5 | |
| 10.6 | Loan Agreement with Capex Investment Limited | 10-K | 8/19/11 | 10.1 | |
| 10.7 | IP Asset Purchase Agreement with Mary Spio | 8-K | 6/27/14 | 10.1 | |
| 10.8 | IP Asset Purchase and Sale Agreement and Addendum | 8-K/A-1 | 9/08/14 | 10.1 | |
| 14.1 | Code of Ethics | 10-K | 8/20/10 | 14.1 | |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer | X | |||
| 32.2 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer | X | |||
| 99.1 | Audit Committee Charter | 10-K | 8/20/10 | 99.2 | |
| 99.2 | Disclosure Committee Charter | 10-K | 8/20/10 | 99.3 | |
| 101.INS | XBRL Instance Document | X | |||
| 101.SCH | XBRL Taxonomy Extension – Schema | X | |||
| 101.CAL | XBRL Taxonomy Extension – Calculations | X | |||
| 101.DEF | XBRL Taxonomy Extension – Definitions | X | |||
| 101.LAB | XBRL Taxonomy Extension – Labels | X | |||
| 101.PRE | XBRL Taxonomy Extension – Presentation | X | |||
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