UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2013
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________.
Commission File Number: 333-169970
BROADCAST LIVE DIGITAL CORP.
(Exact name of registrant as specified in its charter)
Nevada |
| 32-0309203 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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5401 Eglinton Avenue West, Suite 205 Toronto, Ontario Canada |
| M9K 5K6 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code (877) 216-9586
545 Orbitor Drive, Building 10, Suite 200
Mississauga, Ontario Canada LAW 4Y4
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter 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 has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | [ ] | Accelerated filer | [ ] |
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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 Act). Yes [X] No [ ]
As of January 9, 2014, there were 437,503,920 shares of Common Stock, par value $0.0001 per share, outstanding.
BROADCAST LIVE DIGITAL CORP.
QUARTERLY REPORT ON FORM 10-Q
November 30, 2013
TABLE OF CONTENTS
2
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
CERTAIN TERMS USED IN THIS REPORT
When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Broadcast Live Digital Corp. “SEC” refers to the Securities and Exchange Commission.
3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Broadcast Live Digital Corp.
November 30, 2013 and November 30, 2012
Index to the Financial Statements
Contents | Page(s) |
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Balance Sheets as November 30, 2013 (unaudited) and August 31, 2013 (audited) | F-1 |
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Interim Statements of Operation and Comprehensive loss for the three months Ended November 30, 2013 and 2012 | F-2 |
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Interim Statement of Stockholders’ Deficiency for the three months ended November 30, 2013 (unaudited) and year ended August 31, 2013 (audited) | F-3 |
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Interim Statements of Cash Flows for the three months ended November 30, 2013 and 2012 | F-4 |
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|
Condensed Notes to the Financial Statements | F-5 |
4
Broadcast Live Digital Corp.
(Formerly Brookfield Resources, Inc.)
Interim Balance Sheets as at November 30, 2013 and August 31, 2013
(Amounts expressed in US Dollars)
(Unaudited)
|
| November 30, |
| August 31, | ||
|
| 2013 |
| 2013 | ||
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| (unaudited) |
| (audited) | ||
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ASSETS |
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| ||
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TOTAL ASSETS |
| $ | - |
| $ | - |
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LIABILITIES |
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CURRENT LIABILITIES |
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Accrued expenses |
| $ | 113,491 |
| $ | 62,679 |
Advances from stockholders (Note 4) |
|
| 25,032 |
|
| 22,826 |
Convertible notes payable (Note 5) |
|
| 20,500 |
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| 20,500 |
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TOTAL LIABILITIES |
| $ | 159,023 |
| $ | 106,005 |
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GOING CONCERN (Note 2) |
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RELATED PARTY TRANSACTIONS (Note 7) |
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COMMITMENT (Note 8) |
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SUBSEQUENT EVENT (Note 9) |
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STOCKHOLDERS’ DEFICIENCY |
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CAPITAL STOCK (Note 6) |
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Preferred stock, $0.0001 par value, 10,000,000 shares authorized |
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None issued and outstanding |
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Common stock, $0.0001 par value, 900,000,000 shares authorized |
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437,503,920 issued and outstanding (August 2013-437,503,920) |
| $ | 43,750 |
| $ | 43,750 |
Additional paid in capital |
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| 86,979 |
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| 86,979 |
Accumulated deficit |
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| (289,752) |
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| (236,734) |
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Total stockholders’ deficiency |
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| (159,023) |
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| (106,005) |
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Total liabilities and stockholders’ deficiency |
| $ | - |
| $ | - |
The accompanying notes are an integral part of these interim financial statements.
F-1
Broadcast Live Digital Corp.
(Formerly Brookfield Resources, Inc.)
Interim Statements of Operations and Comprehensive Loss
For the three months ended November 30, 2013 and November 30, 2012
(Amounts expressed in US Dollars)
(Unaudited)
|
| 2013 |
| 2012 | ||
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REVENUES |
| $ | - |
| $ | - |
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OPERATING EXPENSES |
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Compensation |
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| - |
|
| 500 |
Professional fees |
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| 52,407 |
|
| 10,245 |
General and administrative expenses |
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| 355 |
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| 37,747 |
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| 52,762 |
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| 48,492 |
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LOSS FROM OPERATIONS |
|
| (52,762) |
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| (48,492) |
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OTHER EXPENSES |
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Interest expense |
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| (256) |
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| - |
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NET LOSS AND COMPREHENSIVE LOSS |
| $ | (53,018) |
| $ | (48,492) |
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Net loss per common share: |
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Basic and diluted |
| $ | (0.0001) |
| $ | (0.0001) |
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Weighted average common shares outstanding |
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basic and diluted |
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| 437,503,920 |
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| 348,863,988 |
The accompanying notes are an integral part of these interim financial statements.
F-2
Broadcast Live Digital Corp.
(Formerly Brookfield Resources, Inc.)
Interim Statements of Stockholders’ Deficiency
For the three month ended November 30, 2013 and year ended August 31, 2013
(Amounts expressed in US Dollars)
(Unaudited)
| Common Stock |
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| Number of shares | Amount |
| Additional Paid-in capital |
| Accumulated Deficit |
| Total stockholders’ deficiency | |||||||
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Balance, August 31, 2012 (audited) | 138,751,200 |
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| 13,875 |
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| 28,565 |
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| (77,389) |
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| (34,949) | ||
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Contribution to capital (Note 7) | - |
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| - |
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| 41,115 |
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| - |
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| 41,115 | ||
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Shares issued for acquisition of mineral rights | 298,752,720 |
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| 29,875 |
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| (3,201) |
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| 26,674 | ||
Beneficial conversion of convertible note (note 6) | - |
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| - |
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| 20,500 |
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| - |
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| 20,500 | ||
Net loss for the year | - |
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| - |
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| - |
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| (159,345) |
|
| (159,345) | ||
Balance, August 31, 2013 (audited) | 437,503,920 |
| $ | 43,750 |
| $ | 86,979 |
| $ | (236,734) |
| $ | (106,005) | ||
Net loss for the period |
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| (53,018) |
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| (53,018) | ||
Balance, November 30, 2013 (unaudited) | 437,503,920 |
| $ | 43,750 |
| $ | 86,979 |
| $ | (289,752) |
| $ | (159,023) | ||
* Includes the five hundred and sixty-for-one (560:1) forward stock split which was effective September 17, 2012 net of cancellations.
The accompanying notes are an integral part of these interim financial statements.
F-3
Broadcast Live Digital Corp.
(Formerly Brookfield Resources, Inc.)
Interim Statements of Cash Flows
For the three months ended November 30, 2013 and 2012
(Amounts expressed in US Dollars)
(Unaudited)
|
| 2013 |
| 2012 | ||
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
| $ | (53,018) |
| $ | (48,492) |
Adjustments to reconcile net loss to net |
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cash used in operating activities |
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Changes in working capital items: |
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Prepaid expenses |
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| - |
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| 500 |
Accrued expenses |
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| 50,812 |
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| (21,229) |
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Net cash used in operating activities |
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| (2,206) |
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| (69,221) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Advances from shareholders |
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| 2,206 |
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| 27,726 |
Capital contribution |
|
| - |
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| 41,115 |
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Net cash provided by financing activities |
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| 2,206 |
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| 68,841 |
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NET CHANGES IN CASH |
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| - |
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| (380) |
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Cash, beginning of year |
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| - |
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| 380 |
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CASH, END OF YEAR |
| $ | - |
| $ | - |
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Supplemental disclosure of cash flow information: |
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Interest paid |
| $ | - |
| $ | - |
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Income tax paid |
| $ | - |
| $ | - |
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Non-cash financing and investing transactions: |
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Common share issued for acquisition of mineral |
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Property licenses |
| $ | - |
| $ | 26,674 |
The accompanying notes are an integral part of these interim financial statements.
F-4
Broadcast Live Digital Corp.
(formerly Brookfield Resources, Inc.)
November 30, 2013
Notes to the Interim Financial Statements
(Unaudited)
____________________________________________________________________________________
1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles; however, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for a fair statement of the results for the interim periods.
The condensed financial statements should be read in conjunction with the financial statements and Notes thereto together with management’s discussion and analysis of financial condition and results of operations contained in the Company’s annual report on Form 10-K for the year ended August 31, 2013. In the opinion of management, the accompanying condensed financial statements reflect all adjustments of a normal recurring nature considered necessary to fairly state the financial position of the Company at November 30, 2013 and August 31, 2013, the results of its operations for the three month periods ended November 30, 2013 and November 30, 2012, and its cash flows for the three-month periods ended November 30, 2013 and November 30, 2012. In addition, some of the Company’s statements in this quarterly report on Form 10-Q may be considered forward-looking and involve risks and uncertainties that could significantly impact expected results. The results of operations for the three-month period ended November 30, 2013 are not necessarily indicative of results to be expected for the full year.
ORGANIZATION AND OPERATIONS
Broadcast Live Digital Corp., (formerly “Brookfield Resources Inc.”, or the “Company”) was incorporated on April 27, 2010 under the laws of the State of Nevada. The Company planned to provide information for movie lovers and access to related products since inception through September 27, 2012.
The Company was a development stage company until September 27, 2012. Effective September 27, 2012, the Company exited the development stage activities and is now a shell company with no business activities.
On September 17, 2012, effective October 2, 2012, the Company filed a Certificate of Amendment of Certificate of Incorporation and effectuated a forward split of all issued and outstanding shares of common stock, at a ratio of five hundred and sixty-for-one (560:1) (the "Stock Split").
On September 26, 2012, effective November 15, 2012, the Company filed a Certificate of Amendment of Certificate of Incorporation and (i) changed its name to Brookfield Resources Inc. ("Brookfield Resources"); (ii) changed its total number of common shares which the Company is authorized to issue from Two Hundred and Eighty Billion (280,000,000,000) shares, par value $0.0001 per share, to Nine Hundred Million (900,000,000) shares, par value $0.0001 per share.
On July 3, 2013, effective July 29, 2013, the Company filed a Certificate of Amendment of Certificate of Incorporation and changed its name from Brookfield Resources Inc. to Broadcast Live Digital Corp.
All references to common shares and per common share amounts have been retroactively adjusted to reflect the five hundred and sixty-for-one (560:1) forward stock split which was effective September 17, 2012, unless otherwise noted.
F-5
Broadcast Live Digital Corp.
(formerly Brookfield Resources, Inc.)
November 30, 2013
Notes to the Interim Financial Statements
(Unaudited)
____________________________________________________________________________________
2. GOING CONCERN
The Company's financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) and are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
As reflected in the accompanying financial statements, the Company had an accumulated deficit at November 30, 2013, a net loss and net cash used in operating activities for the period then ended, respectively, with no revenues earned during the period. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering (refer to subsequent events note 9). Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
3. MINERAL RIGHTS
On September 27, 2012, the company entered into an Asset Purchase Agreement to purchase various exploration licenses from Matteo Sacco (“Seller”). The exploration licenses were originally issued to the Seller from the Nova Scotia Department of Natural Resources. In consideration the Company issued 298,752,720 common shares valued at $0.000089 per share or $26,674. After the completion of the transaction the Seller owns approximately 68.3% of the Company’s issued and outstanding common shares.
On April 20, 2013 the Seller sold 298,752,720 shares in a private sale. On April 23, 2013 the Company transferred its exploration licenses in the amount of $26,674 to a former director in settlement of all claims against the Company.
4. ADVANCES FROM STOCKHOLDER
November 30, 2013
During the three month period ended November 30, 2013, the Company received additional advances of $2,206 from the former majority shareholder resulting in payable of $25,032 as at November 30, 2013. The amounts are due on demand and non-interest bearing.
August 31, 2013
From September 1, 2012 through August 31, 2013, the Company received $48,326 from the majority shareholder. All advances are due on demand and non-interest bearing. On March 1, 2013, $20,500 from shareholder advances was re-assigned as convertible promissory notes to a third-party individual.
F-6
Broadcast Live Digital Corp.
(formerly Brookfield Resources, Inc.)
November 30, 2013
Notes to the Interim Financial Statements
(Unaudited)
____________________________________________________________________________________
5. CONVERTIBLE NOTES PAYABLE
On December 31, 2012, the Company entered into a convertible promissory note agreement with a company controlled by a shareholder in the amount of $8,000. The note bears interest at 5% per annum, is unsecured and due on demand. At any time, upon the issuance of a written demand, the lender has the option to convert all or any portion of the outstanding principal amount and accrued interest into shares of the Company’s common stock at $0.0011 per share.
On January 28, 2013, the Company entered into another convertible promissory note agreement with a company controlled by a shareholder in the amount of $12,500. The note bears interest at 5% per annum, is unsecured and due on demand. At any time, upon the issuance of a written demand, the lender has the option to convert all or any portion of the outstanding principal amount and accrued interest into shares of the Company’s common stock at $0.0011 per share.
The Company evaluated the terms and conditions of the aforementioned convertible notes under the guidance of ASC 815, Derivatives and Hedging. The conversion feature met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a limitation on the number of shares issuable under the arrangement. The instrument was convertible into a fixed number of shares and there were no down round protection features contained in the contracts. Since the convertible promissory note achieved the conventional convertible exemption, the Company was required to consider whether the hybrid contract embodied a beneficial conversion feature. The calculation of the effective conversion amount resulted in a beneficial conversion feature of $20,500 on the aforementioned convertible notes because the conversion price of $0.0011 per share was less than the fair value of the Company’s common stock price on the date of issuance.
For the year ended August 31, 2013, the Company recorded amortization expense of the beneficial conversion of $20,500 representing the value of the embedded beneficial conversion feature on these convertible notes. At inception, the Company recorded a beneficial conversion feature for these convertible notes as a component of stockholders’ deficiency.
Accrued interest on these convertible promissory notes as at November 30, 2013 was $890 (August 31, 2013 $634).
6. CAPITAL STOCK
Issued and Outstanding
August 31, 2013
In September of 2012, the Company authorized the cancellation of 315,176,400 shares owned by various shareholders and returned them to treasury and on and on October 5, 2012, the Company had entered into certain agreements with various shareholders to cancel an aggregate of 858,600,400 shares owned by them.
All references to common shares and per common share amounts have been retroactively adjusted from the date of inception to reflect the five hundred and sixty-for-one (560:1) forward stock split net of cancellations which was effective September 17, 2012, unless otherwise noted.
On September 27, 2012, the Company issued 298,752,720 common shares for the acquisition of the exploration licenses at $0.000089 per share or $26,674. The price was determined based on the last known private placement memorandum price.
On September 11, 2012, at the time the change of control occurred, a former chief executive officer of the company was required, in connection to the sale of her majority shares, to convert her advances of $41,115 into a capital contribution. The amount consisted of $26,615 during the year.
F-7
Broadcast Live Digital Corp.
(formerly Brookfield Resources, Inc.)
November 30, 2013
Notes to the Interim Financial Statements
(Unaudited)
____________________________________________________________________________________
November 30, 2013
No shares were issued during the three month period.
7. RELATED PARTY TRANSACTIONS
Free Office Space
The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statement.
8. COMMITMENT
On June 7, 2013, the Company signed a letter of intent with Tech 9 Inc. an Ontario, Canada Corporation. The agreement will allow the Company to acquire 100% of the issued and outstanding shares of Tech 9 Inc. by way of a reverse merger. On December 19, 2013, the Company entered into a Share Exchange Agreement with Tech 9 Inc. (See subsequent events note 9)
9. SUBSEQUENT EVENTS
On December 19, 2013, the Company and Tech 9 Inc. an Ontario, Canada Corporation (“TECH”) entered into a Share Exchange Agreement (the “Purchase Agreement”), pursuant to which the Company acquired 100% of the outstanding shares of TECH (the “Acquisition”).
Pursuant to the Purchase Agreement, the Company acquired 100% of the outstanding stock of TECH by issuing 1,000,000 of Series A Preferred shares to the shareholders of TECH that exchanged their shares for the common shares. Additionally, as a condition to the Purchase Agreement, the principal shareholders of the Company transferred 298,752,720 shares of the stock to the shareholders that exchanged their shares for our common shares.
The closing of the Acquisition occurred on December 19, 2013 (the “Closing Date”).
This transaction may be deemed to have resulted in a change of control of the Company. Upon the closing of the Acquisition, Peter DiMurro resigned as the Chief Executive Officer, President, Chief Financial Officer, Secretary and Director; Kamal Sharma resigned as the Treasurer and Director. Robert J. Oswald was appointed to the Board of Directors and was appointed as the Chief Executive Officer, President, and Director. Matthew J. O’Brien was appointed as Chief Technology Officer, Director and Secretary. Louis Isabella was appointed as our Chief Financial Officer.
The appointment of the new officer and directors of the Registrant and the resignation of Messers. DiMurro and Sharma as officers and directors of the Registrant were effective on the Closing Date.
F-8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Report. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.
Overview
We were incorporated in the State of Nevada on April 27, 2010 as Movie Trailer Galaxy, Inc. and were based in Studio City, California. Our original business plan was to provide moviegoers with a comprehensive portal to preview the latest movie information.
On September 27, 2012, we entered into an Asset Purchase Agreement for the purchase, transfer and assignment of various exploration licenses from Matteo Sacco. The exploration licenses were originally issued to Mr. Sacco from the Nova Scotia Department of Natural Resources.
Upon acquiring the exploration licenses, we discontinued our existing business plan of providing a comprehensive portal to preview the latest movie information.
On November 15, 2012 we changed our name to Broadcast Live Digital Corp.
On April 20, 2013, Mr. Sacco sold all of his 298,752,720 shares of the Company’s common stock to Peter DiMurro and Kamal Sharma.
The Company transferred back to Matteo Sacco the exploration licenses that he had originally transferred to the Company on September 27, 2012.
Business and Operations
At this time we are a shell company.
Results of Operations For the Quarterly Period Ended November 30, 2013.
Revenues and Cost of Revenues. We had no revenues or cost of revenues for the period ended November 30, 2013. We were in the formation stage and had no revenue activities.
Operating Expenses. For the period ended November 30, 2013 we incurred a total of $53,018 in operating expenses, comprised of Compensation expenses of $0, Professional Fee expenses of $52,407, and General and Administrative expenses of $355. In comparison, for the period ended November 30, 2012 we incurred a total of $48,492 in operating expenses, comprised of Compensation expenses of $500, Professional Fee expenses of $10,245, and General and Administrative expenses of $37,747.
Liquidity and Capital Resources
Our cash and cash equivalents totaled approximately $0 at November 30, 2013.
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Net Cash Used in Operating Activities. We had ($2,206) cash used in operating activities for the three months ended November 30, 2013, as compared to ($69,221) cash used in operating activities for the three months ended November 30, 2012. The reason for the decrease in net cash used in operating activities is we had an increase in operating expenses and an increase in accrued expenses and we are unable to generate revenue.
Net Cash Provided By/Used in Investing Activities. No cash was provided by or used in investing activities for the three months ended November 30, 2013 and 2012.
Net Cash Provided By Financing Activities. We generated $2,206 from financing activities for the three months ended November 30, 2013, compared with $68,841 for the three months ended November 30, 2012.
Critical Accounting Policies
None.
Recent Accounting Pronouncements
In July of 2012, the FASB issued ASU 2012-02, Intangibles-Goodwill and Other (Topic 350)-Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”), to establish an optional two-step analysis for impairment testing of indefinite-lived intangibles other than goodwill. The standard is effective for financial statements of periods beginning after September 15, 2012, with early adoption permitted. The adoption of this new standard is not expected to have a material impact on the financial condition or result of operation.
In August of 2012, the FASB issued ASU 2012-03, Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update). This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114.
The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.
In October of 2012, the FASB issued ASU 2012-04, Technical Corrections and Improvements. The amendments in this update cover a wide range of topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a significant impact on our financial position or results of operations.
In February of 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220) Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, requiring new disclosures regarding reclassification adjustments from accumulated other comprehensive income (“AOCI”). ASU 2013-02 requires disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes. For other amounts not required to be reclassified in their entirety to net income in the same reporting period, a cross reference to other disclosures that provide additional detail about the reclassification amounts is required. The standard is effective for fiscal years beginning after December 15, 2012. The Company does not believe that the adoption of this guidance will have a material impact on the Company's financial statements.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable
Item 4. Controls and Procedures.
Disclosure Controls and Procedures.
We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are ineffective, as of the three months ended November 30, 2013, in ensuring that material information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.
Changes in Internal Control over Financial Reporting.
There were no changes in our system of internal controls over financial reporting during the three months ended November 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
Item 1a. Risk Factors.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosure.
Not applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits.
(a) Exhibits
Exhibit Number |
|
| Description |
31.1 |
|
| Certification of principal executive officer and principal financial officer pursuant to Rule 13a-14(a) of the Exchange Act |
31.2 |
|
| Certification of principal financial officer and principal financial officer pursuant to Rule 13a-14(a) of the Exchange Act |
32.1 | * |
| Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2 |
|
| Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BROADCAST LIVE DIGITAL CORP. | |
|
|
|
Date: January 21, 2014 | By: | /s/ Robert J. Oswald |
|
| Robert J. Oswald |
|
| Principal Executive Officer) |
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