UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X]ANNUAL REPORT under SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2018
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File No. 333-206963
Vigilant Diversified Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada | 47-4543540 | |
(State or other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
620 Newport Center Drive, Suite 1100, Newport Beach, CA 92660-8011
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (949) 538-2700
Common Stock, no par value per share (Title of Each Class) | None (Name of Each Exchange on Which Registered) |
Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.0001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [X] No [ ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 every Interactive Data File required to be submitted 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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S−K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10−K or any amendment to this Form 10−K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a small. See definition of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] | Smaller reporting company [X] |
Emerging growth company [ ] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter is $560,850.
The number of shares of the registrant’s common stock issued and outstanding as of April 15, 2019 is 16,398,400.
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-K (the “Amendment No. 1”) amends the Annual Report on Form 10-K for Vigilant Diversified Holdings, Inc. (“Vigilant,” “we,” “our,” “us,” or the “Company”) for the year ended December 31, 2018, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2019 (the “Original 10-K”). This Amendment is being filed solely for the purpose to correct the number of authorized shares of common stock and preferred stock as set forth in the Company’s financial statements and Footnote 5 and in the Original 10-K. The Original 10-K, in the balance sheet description and Footnote 5, stated that we have authorized 100,000,000, $0.0001 par value common shares and 10,000,000, par value $0.0001 preferred shares. We amended our Articles of Incorporation on October 23, 2018 and increased our common shares to 500,000,000, $0.0001 par value and our preferred shares to 50,000,000, $0.0001 par value. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certification by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment No.1 under Item 15 of Part IV.
Except as specifically provided otherwise herein, this Amendment No. 1 does not reflect events occurring after April 15, 2019, the date of the filing of our Original 10-K or modify or update those disclosures that may have been affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 10-K.
Item 8. Financial Statements and Supplementary Data
Our audited financial statements are set forth in this Annual Report beginning on page F-1.
VIGILANT DIVERSIFIED HOLDINGS, INC.
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2018 AND 2017
INDEX TO FINANCIAL STATEMENTS
2 |
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Vigilant Diversified Holdings Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Vigilant Diversified Holdings Inc. (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of operations, stockholders’ deficit and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not yet achieved profitable operations and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion in accordance with the standards of the PCAOB.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ DMCL LLP
DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
We have served as the Company’s auditor since 2017
Vancouver, Canada
April 12, 2019
F-1 |
Part I – FINANCIAL INFORMATION
Item 1. Financial Statements
VIGILANT DIVERSIFIED HOLDINGS, INC.
Balance Sheets
December 31, 2018 | December 31, 2017 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash | $ | 9,102 | $ | 3,702 | ||||
Prepaid expense | - | 2,827 | ||||||
TOTAL ASSETS | $ | 9,102 | $ | 6,529 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
LIABILITIES | ||||||||
Current Liabilities | ||||||||
Accounts payable and accrued liabilities | $ | 78,094 | $ | 37,727 | ||||
Related party advances | 24,125 | - | ||||||
TOTAL LIABILITIES | 102,219 | 37,727 | ||||||
STOCKHOLDERS’ DEFICIT | ||||||||
Preferred Stock, Authorized 50,000,000 preferred shares, $0.0001 par, none issued and outstanding on December 31, 2018 and 2017 | - | - | ||||||
Common Stock; Authorized 500,000,000 common shares, $0.0001 par, 16,398,400 issued and outstanding on December 31, 2018 and 2017 | 1,640 | 1,640 | ||||||
Additional paid-in capital | 342,762 | 342,762 | ||||||
Accumulated Deficit | (437,519 | ) | (375,600 | ) | ||||
TOTAL STOCKHOLDERS’ DEFICIT | (93,117 | ) | (31,198 | ) | ||||
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ | 9,102 | $ | 6,529 |
The accompanying notes are an integral part of these financial statements.
F-2 |
VIGILANT DIVERSIFIED HOLDINGS, INC.
Statements of Operations
For the years ended | ||||||||
December 31, 2018 | December 31, 2017 | |||||||
Expenses | ||||||||
General & administrative expenses | $ | 2,762 | $ | 9,634 | ||||
Professional fees | 48,273 | 44,700 | ||||||
Salaries, wages and benefits | 1,728 | 34,115 | ||||||
Transfer agent and filings | 9,156 | 4,604 | ||||||
Total Expenses | 61,919 | 93,053 | ||||||
Net Loss for the Year | $ | (61,919 | ) | $ | (93,053 | ) | ||
Basic loss per common share | $ | (0.00 | ) | $ | (0.01 | ) | ||
Diluted loss per common share | $ | (0.00 | ) | $ | (0.01 | ) | ||
Weighted average number of common shares outstanding | ||||||||
Basic and diluted | 16,398,400 | 15,617,778 |
The accompanying notes are an integral part of these financial statements.
F-3 |
VIGILANT DIVERSIFIED HOLDINGS, INC.
Statements of Stockholders’ Deficit
Common stock | Preferred Stock | |||||||||||||||||||||||||||
Number of shares | Amount | Number of shares | Amount | Additional paid-in capital | Deficit | Total | ||||||||||||||||||||||
Balance, December 31, 2016 | 15,156,000 | $ | 1,516 | 540,000 | $ | 54 | $ | 167,232 | $ | (282,547 | ) | $ | (113,745 | ) | ||||||||||||||
Common shares issued on the conversion of preferred shares | 540,000 | 54 | (540,000 | ) | (54 | ) | - | - | - | |||||||||||||||||||
Common shares issued for cash | 60,000 | 6 | - | - | 14,994 | - | 15,000 | |||||||||||||||||||||
Common shares issued on the settlement of debts | 642,400 | 64 | - | - | 160,536 | - | 160,600 | |||||||||||||||||||||
Net loss for the year | - | - | - | - | - | (93,053 | ) | (93,053 | ) | |||||||||||||||||||
Balance, December 31, 2017 | 16,398,400 | 1,640 | - | - | 342,762 | (375,600 | ) | (31,198 | ) | |||||||||||||||||||
Net loss for the year | - | - | - | - | - | (61,919 | ) | (61,919 | ) | |||||||||||||||||||
Balance, December 31, 2018 | 16,398,400 | $ | 1,640 | - | $ | - | $ | 342,762 | $ | (437,519 | ) | $ | (93,117 | ) |
The accompanying notes are an integral part of these financial statements.
F-4 |
VIGILANT DIVERSIFIED HOLDINGS, INC.
Statements of Cash Flows
For the years ended | ||||||||
December 31, 2018 | December 31, 2017 | |||||||
OPERATING ACTIVITIES: | ||||||||
Net Loss | $ | (61,919 | ) | $ | (93,053 | ) | ||
Adjustments to reconcile net loss to net cash provided by operations: | ||||||||
Stock-based compensation | - | 13,115 | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expense | 2,827 | 173 | ||||||
Accounts payable and accrued liabilities | 40,367 | 627 | ||||||
Net cash used by operating activities | (18,725 | ) | (79,138 | ) | ||||
FINANCING ACTIVITIES: | ||||||||
Issuance of common stock | - | 15,000 | ||||||
Related party advances | 24,125 | - | ||||||
Net cash provided by financing activities | 24,125 | 15,000 | ||||||
Net cash (decrease) increase | 5,400 | (64,138 | ) | |||||
Cash, beginning | 3,702 | 67,840 | ||||||
Cash, ending | $ | 9,102 | $ | 3,702 | ||||
Supplemental cash flow information: | ||||||||
Cash paid for interest | $ | - | $ | - | ||||
Cash paid for income taxes | $ | - | $ | - |
The accompanying notes are an integral part of these financial statements.
F-5 |
VIGILANT DIVERSIFIED HOLDINGS, INC.
Notes to the Financial Statements
For the years ended December 31, 2018 and 2017
NOTE 1 - NATURE OF BUSINESS
Vigilant Diversified Holdings, Inc. (“the Company”) was incorporated in the State of Nevada as a for-profit company on June 30, 2015. On October 29, 2018, the Company entered into a Share Exchange Agreement (the “Agreement”) to acquire up to 100% of the issued and outstanding shares of the common stock of FUGA, Inc., a Wyoming corporation (“FUGA”) in exchange for 5,500,000 shares of the Company’s common stock. The closing of the transaction under the Agreement is subject to certain conditions including the customary board and shareholder approval of FUGA’s audit and the transaction.
NOTE 2 – ABILITY TO CONTINUE AS A GOING CONCERN
These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.
As of December 31, 2018, the Company had not yet achieved profitable operations, has incurred cumulative losses of $437,519 and expects to incur significant further losses in the development of its business, which casts substantial doubt about the Company’s ability to continue as a going concern. To remain a going concern, the Company will be required to obtain the necessary financing to pursue its plan of operation or complete an acquisition of a profitable company. Management plans to obtain the necessary financing through the issuance of equity and/or advances from related parties.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Cash
The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. As of December 31, 2018 and 2017, the Company does not have any cash and cash equivalents.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for 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 available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
F-6 |
ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable.
We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax position have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable.
Loss per Share
The Company’s basic earnings (loss) per share are calculated by dividing its net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. The Company’s dilutive earnings (loss) per share is calculated by dividing its net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.
Fair Value of Financial Instruments
The Company’s financial instruments as defined by FASB ASC 825,“Financial Instruments”include cash and accounts payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2018 and 2017.
FASB ASC 820“Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
● | Level 1. Observable inputs such as quoted prices in active markets; | |
● | Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
● | Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. |
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
F-7 |
NOTE 4–INCOME TAXES
A reconciliation of the income taxes at statutory rates with the reported taxes is as follows:
2018 | 2017 | |||||||
Net loss for the year | $ | (61,919 | ) | $ | (93,053 | ) | ||
Expected income tax recovery | (13,000 | ) | (32,000 | ) | ||||
Impact of future income tax rates applied versus current statutory rate and future tax rate changes | - | 48,000 | ||||||
Adjustment to prior years provision versus statutory tax returns | - | (1,000 | ) | |||||
Change in valuation allowance | 13,000 | (15,000 | ) | |||||
Total income tax recovery | $ | - | $ | - |
The significant components of the Company’s deferred tax assets that have not been included on the consolidated statement of financial positions are as follows:
2018 | 2017 | |||||||
Deferred tax assets (liabilities) | ||||||||
Net operating losses | $ | 92,000 | $ | 79,000 | ||||
92,000 | 79,000 | |||||||
Valuation allowance | (92,000 | ) | (79,000 | ) | ||||
Net deferred tax asset | $ | - | $ | - |
Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.
As of December 31, 2018, the Company has non-capital losses of approximately $438,000 which will may be carried forward to offset future taxable income indefinitely.
NOTE 5–STOCKHOLDERS’ EQUITY
The Company was formed with one class of common stock, $0.0001 par value and was authorized to issue 100,000,000 common shares and one class of preferred stock, $0.0001 par value and was authorized to issue 5,000,000 shares. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they chose to do so, elect all of the directors of the Company.
On April 11, 2017, the Company issued 540,000 common shares pursuant to the conversion of 540,000 Series A convertible preferred shares.
On November 14, 2017, the Company issued 60,000 shares for $15,000.
On November 24, 2017, the Company issued 642,400 common shares at $0.25 per share pursuant to agreements to settle debts for shares. The fair value of this issuance was based on the price paid for the Company’s common shares by unrelated parties and it includes stock-based compensation in the amount of $13,115 in respect of a debt settlement with a related party. (Note 6)
On October 29, 2018, we amended and restated our Articles of Incorporation to increase our authorized common stock, par value $0.0001, from 100,000,000 shares to 500,000,000 shares and our authorized preferred stock, par value $0.0001, from 10,000,000 shares to 50,000,000 shares.
NOTE 6–RELATED PARTY TRANSACTIONS
The directors and officers of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, he may face a conflict in selecting between the Company and his other business interests. The Company has not formulated a policy for the resolution of such conflicts.
One of the Company’s major shareholder is owned by the Company’s legal counsel. During the year ended December 31, 2018 and 2017, the Company’s legal counsel is owed $65,500 and $17,200, respectively and also advanced the Company $100.
One of the Company’s other major shareholder, MT Capital Partners, LLC, which is owned by one of the Company’s officer and director, has advanced the Company $24,025 during the year ended December 31, 2018. This advance is unsecured and does not bear any terms of interest or repayment.
F-8 |
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Documents filed as part of this Report.
1. Financial Statements.
(b) Exhibits
The exhibits listed in Part IV, Item 15. “Exhibits” of the Original 10-K were filed or incorporated by reference as part of the Original 10-K and the exhibits listed in the Exhibit Index below are filed herewith as part of this Amendment No. 1.
The following exhibits are filed as part of this Annual Report, pursuant to Item 601 of Regulation S-K.
Exhibit Number | Description of Exhibits | |
31.1* | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. | |
31.2* | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. | |
32.1* | Certification of the Chief Executive 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 the Chief 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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101.INS* | XBRL Instance Document | |
101.SCH* | XBRL Taxonomy Extension Schema | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase | |
101.LAB* | XBRL Taxonomy Extension Label Linkbase | |
101.PRE* | XBRL Taxonomy Presentation Linkbase | |
* | Filed herewith. |
3 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VIGILANT DIVERSIFIED HOLDINGS, INC. | |
April 23, 2019 | /s/ Donald P. Hateley |
Donald P. Hateley | |
Chairman and Chief Executive Officer (Principal Executive Officer) and | |
Chief Financial Officer (Principal Accounting and Financial Officer) | |
April 23, 2019 | /s/ Dennis C. Murchison |
Dennis C. Murchison | |
Vice President and Secretary |
In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
April 23, 2019 | /s/ Donald P. Hateley |
Donald P. Hateley | |
Chairman and Chief Executive Officer (Principal Executive Officer) and | |
Chief Financial Officer (Principal Accounting and Financial Officer) and Sole Director | |
April 23, 2019 | /s/ Dennis C. Murchison |
Dennis C. Murchison | |
Vice President and Secretary |
4 |