x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to section 12(g) of the Act:
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None
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Common Stock
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Large Accelerated Filer
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o
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Accelerated Filer
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o
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Non-accelerated Filer
(Do not check if a smaller reporting company)
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o
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Smaller Reporting Company
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x
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Page
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PART I
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||
Item 1.
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Business.
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3
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Item 1A.
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Risk Factors.
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8
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Item 1B.
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Unresolved Staff Comments.
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8
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Item 2.
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Properties.
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8
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Item 3.
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Legal Proceedings.
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8
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Item 4.
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Mine Safety Disclosures.
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8
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PART II
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||
Item 5.
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Market Price for the Registrant’s Common Equity, Related Stockholders Matters and Issuer
Purchases of Equity Securities.
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9
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Item 6.
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Selected Financial Data.
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10
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operation.
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10
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk.
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14
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Item 8.
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Financial Statements and Supplementary Data.
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14
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
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28 |
Item 9A.
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Evaluation of Disclosure Controls and Procedures.
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29 |
Item 9B.
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Other Information.
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30 |
PART III
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||
Item 10.
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Directors and Executive Officers, Promoters and Corporate Governance.
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30 |
Item 11.
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Executive Compensation.
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34 |
Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
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35 |
Item 13.
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Certain Relationships and Related Transactions, and Director Independence.
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37 |
Item 14.
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Principal Accounting Fees and Services.
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37 |
PART IV
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||
Item 15.
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Exhibits and Financial Statement Schedules.
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38 |
Signatures
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40 | |
Exhibit Index
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41 |
· | Formation of the company; |
· | Development of Company logo; |
· | Development of our business plan; |
· | Preparation for Application for a Trademark; |
· | Launching of our preliminary website; and |
· | Begin the design and development of our initial mobile application. |
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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Fiscal Year – 2013
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High Bid
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Low Bid
|
|
Fourth Quarter 10/1/13 to 12/31/13
|
|
|
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Third Quarter 7/1/13 to 9/30/13
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0.0095
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0.0041
|
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Second Quarter 4/1/13 to 6/30/13
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$0.009
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$0.004
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First Quarter: 1/1/13 to 3/31/13
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$0.0045
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$0.0042
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Fiscal Year – 2012
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High Bid
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Low Bid
|
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Fourth Quarter: 10/1/12 to 12/31/12
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$0.00
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$0.00
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Third Quarter: 7/1/12 to 9/30/12
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$0.00
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$0.00
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Second Quarter: 4/1/12 to 6/30/12
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$0.00
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$0.00
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First Quarter: 1/1/12 to 3/31/12
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$0.00
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$0.00
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December 31, 2013
$
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December 31, 2012
$
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||||||
Current Assets
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319,377 | 103,266 | ||||||
Current Liabilities
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1,075,507 | 535,626 | ||||||
Working Capital (Deficit)
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(756,130 | ) | (432,360 | ) |
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Year ended
December 31, 2013
$
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Period ended December 31, 2012
$
|
||||||
Cash Flows from (used in) Operating Activities
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(68,939 | ) | (46,759 | ) | ||||
Cash Flows from (used in) Investing Activities
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43,000 | - | ||||||
Cash Flows from (used in) Financing Activities
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150,200 | 150,000 | ||||||
Net Increase (decrease) in Cash During Period
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124,261 | 103,241 |
$ | |||
Fair value of Career net assets
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|||
Cash
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43,000 | ||
Accounts receivable
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176,615 | ||
Accounts payable and accrued liabilities
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(121,349 | ) | |
Due to a related party
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(100 | ) | |
Net assets on acquisition
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98,166 | ||
Purchase price (47,142,858 common shares)
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(297,000 | ) | |
Goodwill
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198,834 |
Year ended December 31,
2013
$
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November 7, 2012 through
December 31,
2012
$
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|||||||
Revenue
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4,765,650 | – | ||||||
Cost of Sales
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(4,038,049 | ) | – | |||||
Gross Margin
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727,601 | – | ||||||
Operating Expenses
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||||||||
Consulting
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212,814 | 25,000 | ||||||
General and administrative
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402,678 | 6,816 | ||||||
Payroll
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468,238 | 19,482 | ||||||
Professional fees
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108,727 | 14,750 | ||||||
Transfer agent fees
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388 | – | ||||||
Total Operating Expenses
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1,192,845 | 66,048 | ||||||
Loss Before Other Expense
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(465,244 | ) | (66,048 | ) | ||||
Other Income (Expense)
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||||||||
Loss on change in fair value of derivative liabilities
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(257,968 | ) | (245,285 | ) | ||||
Interest expense
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(36,363 | ) | (6,171 | ) | ||||
Total Other Income (Expense)
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(294,331 | ) | (251,456 | ) | ||||
Net Loss
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(759,575 | ) | (317,504 | ) | ||||
Net Loss per Share – Basic and Diluted
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(0.00 | ) | (0.00 | ) | ||||
Weighted Average Shares Outstanding – Basic and Diluted
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160,871,951 | 80,583,333 |
Year ended December 31,
2013
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(Restated) November 7, 2012 through
December 31,
2012
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|||||||
$ | $ | |||||||
Operating Activities
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||||||||
Net loss
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(759,575 | ) | (317,504 | ) | ||||
Adjustments to reconcile net loss to net cash used in
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||||||||
operating activities:
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||||||||
Amortization of discount on convertible debenture
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21,363 | 5,144 | ||||||
Issuance of preferred shares for services
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192,583 | – | ||||||
Loss on change in fair value of derivative liabilities
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257,968 | 245,285 | ||||||
Changes in operating assets and liabilities:
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||||||||
Accounts receivable
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88,850 | – | ||||||
Prepaid expenses and deposits
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(4,085 | ) | (25 | ) | ||||
Accounts payable and accrued liabilities
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133,957 | 20,341 | ||||||
Net cash used in operating activities
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(68,939 | ) | (46,759 | ) | ||||
Investing Activities
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||||||||
Proceeds from acquisition of Career Start, Inc.
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43,000 | – | ||||||
– | ||||||||
Net cash provided by investing activities
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43,000 | – | ||||||
Financing Activities
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||||||||
Proceeds from issuance of common stock
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150,200 | – | ||||||
Proceeds from issuance of convertible debentures
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– | 150,000 | ||||||
Net cash provided by financing activities
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150,200 | 150,000 | ||||||
Increase in cash
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124,261 | 103,241 | ||||||
Cash, beginning of period
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103,241 | – | ||||||
Cash, end of period
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227,502 | 103,241 | ||||||
Non-cash investing and financing activities:
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||||||||
Discount on convertible note due to derivative liability
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– | 150,000 | ||||||
Effect of reverse merger
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– | 120,000 | ||||||
Fair value of shares issued for the acquisition of Career Start, Inc.
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297,000 | – | ||||||
Supplemental Disclosures
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||||||||
Interest paid
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– | – | ||||||
Income tax paid
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– | – |
Additional
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||||||||||||||||||||||||||||
Preferred Stock
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Common Stock
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Paid-in
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Accumulated
|
|||||||||||||||||||||||||
Shares
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Par Value
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Shares
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Par Value
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Capital
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Deficit
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Total
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||||||||||||||||||||||
# | $ | # | $ | $ | $ | $ | ||||||||||||||||||||||
Balance – November 7, 2012 (Date of Inception)
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– | – | – | – | – | – | – | |||||||||||||||||||||
Issuance of founders shares
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– | – | 85,000,000 | 85,000 | (85,000 | ) | – | – | ||||||||||||||||||||
Reverse merger
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– | – | 40,500,000 | 40,500 | (160,500 | ) | – | (120,000 | ) | |||||||||||||||||||
Net loss for the period
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– | – | – | – | – | (317,504 | ) | (317,504 | ) | |||||||||||||||||||
– | – | – | – | |||||||||||||||||||||||||
Balance – December 31, 2012 (Restated)
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– | – | 125,500,000 | 125,500 | (245,500 | ) | (317,504 | ) | (437,504 | ) | ||||||||||||||||||
– | – | |||||||||||||||||||||||||||
Issuance of common stock at $0.0075
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– | – | 10,000,000 | 10,000 | 65,000 | – | 75,000 | |||||||||||||||||||||
– | ||||||||||||||||||||||||||||
Issuance of common stock at $0.0075
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– | – | 5,555,555 | 5,555 | 44,445 | – | 50,000 | |||||||||||||||||||||
– | ||||||||||||||||||||||||||||
Issuance of common stock at $0.0075
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– | – | 8,000,000 | 8,000 | 17,200 | – | 25,200 | |||||||||||||||||||||
Issuance of preferred stock for services
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1,000,000 | 1,000 | – | – | 191,583 | – | 192,583 | |||||||||||||||||||||
Acquisition of Career Start
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– | – | 47,142,858 | 47,143 | 249,857 | – | 297,000 | |||||||||||||||||||||
Net loss for the year
|
– | – | – | – | – | (759,575 | ) | (759,575 | ) | |||||||||||||||||||
– | – | – | – | |||||||||||||||||||||||||
Balance – December 31, 2013
|
1,000,000 | 1,000 | 196,198,413 | 196,198 | 322,585 | (1,077,079 | ) | (557,296 | ) | |||||||||||||||||||
Level 1
$
|
Level 2
$
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Level 3
$
|
Total gains and (losses)
|
|||||||||||||
Derivative liabilities
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– | – | 653,253 | (257,968 | ) | |||||||||||
Total
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– | – | 653,253 | (257,968 | ) |
$ | ||||
Fair value of Career net assets
|
||||
Cash
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43,000 | |||
Accounts receivable
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176,615 | |||
Accounts payable and accrued liabilities
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(121,349 | ) | ||
Due to a related party
|
(100 | ) | ||
Net assets on acquisition
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98,166 | |||
Purchase price (47,142,858 common shares)
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(297,000 | ) | ||
Goodwill
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198,834 |
•
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The underlying stock price of $0.0035 was used as the fair value of the common stock
|
•
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The principal of the debenture on the December 6, 2012 date of issuance was $150,000
|
•
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The balance of the principal of the debenture on the December 6, 2012, the date the debenture became convertible, was $150,000
|
•
|
The balance of the principal and interest of the debenture on the December 31, 2013 was $166,027.
|
•
|
Capital raising events are not a factor for the debenture
|
•
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The Holder would redeem based on availability of alternative financing,0% of the time increasing 1.0% monthly to a maximum of 10%
|
•
|
The projected annual volatility for each valuation period was based on the historic volatility of the Company of 318 as at December 6, 2012 and 243% as at December 31, 2013
|
•
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An event of default would occur 0% of the time, increasing to 1.0% per month to a maximum of 20%. To date, the debenture is not in default nor converted by the Holder.
|
$ | ||||
Balance, December 31, 2012
|
395,285 | |||
Mark to market adjustment at December 31, 2013
|
257,968 | |||
Balance, December 31, 2013
|
653,253 |
a)
|
During the year ended December 31, 2013, the Company incurred payroll expense of $113,000 (2012 - $18,484) to management and officers of the Company.
|
b)
|
As of December 31, 2013, the Company had $100 owed to a director of Career, which is non-interest bearing, unsecured, and due on demand.
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a)
|
On November 6, 2012, the Company issued 85,000,000 founders share with a nominal fair value to management and directors of the Company.
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b)
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On November 28, 2012, the Company completed a reverse merger whereby the Company’s shareholders retained 40,500,000 shares of the Company and the net liabilities of $120,000 were merged into Mobile Dynamic. See note 3 for details.
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c)
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On May 7, 2013, the Company issued 10,000,000 common shares at $0.0075 per share for proceeds of $75,000.
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d)
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On June 10, 2013, the Company issued 5,555,555 common shares at $0.009 per share for proceeds of $50,000.
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e)
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On July 13, 2013, the Company issued 47,142,858 common shares with a fair value of $297,000 for the acquisition of Career, as noted in Note 4.
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f)
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On July 17, 2013, the Company issued 8,000,000 common shares at $0.0032 per share for proceeds of $25,200.
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g)
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During the year ended December 31, 2013, the Company issued 1,000,000 shares of preferred stock to management of the Company for compensation. The shares of preferred stock are not convertible, carry voting rights of 1,000 votes per preferred share and the fair value of the preferred shares were deemed to be $192,583 based on the voting rights of the preferred shares relative to the fair value of the Company at the date of issuance.
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December 31,
2013
$
|
December 31,
2012
$
|
|||||||
Net operating loss carried forward
|
195,101 | 24,554 | ||||||
Valuation allowance
|
(195,101 | ) | (24,554 | ) | ||||
Net deferred income tax asset
|
– | – |
1.
|
The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that Malone & Bailey, P.C. concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or
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2.
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Any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-K and the related instruction to Item 304 of Regulation S-K, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-K.
|
-
|
Insufficient number of qualified accounting personnel governing the financial close and reporting process
|
-
|
Lack of proper segregation of duties
|
Name and Address
|
Age
|
Position(s)
|
|
||
Brian McFadden
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28
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President, Principal Executive Officer and a Director
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Michelle Pannoni
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46
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Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer and a Director
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1.
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A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
|
|
|
||
2.
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Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
|
||
3.
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The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;
|
|
|
||
i)
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Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
|
|
ii)
|
Engaging in any type of business practice; or
|
|
iii)
|
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
|
|
|
||
4.
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The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;
|
|
|
||
5.
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Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
|
|
|
||
6.
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Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
|
|
|
||
7.
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Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
|
|
||
i)
|
Any Federal or State securities or commodities law or regulation; or
|
ii)
|
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
|
|
iii)
|
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
|
|
||
8.
|
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Change in
|
|||||||||
Pension Value &
|
|||||||||
Non-Equity
|
Nonqualified
|
||||||||
Incentive
|
Deferred
|
All
|
|||||||
Stock
|
Option
|
Plan
|
Compensation
|
Other
|
|||||
Name and Principal
|
Salary
|
Bonus
|
Awards
|
Awards
|
Compensation
|
Earnings
|
Compensation
|
Totals
|
|
Position [1]
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|
|||||||||
Brian McFadden
|
2013
|
39,530
|
0
|
96,922
|
0
|
0
|
0
|
0
|
136,452
|
President
|
2012
|
10,000
|
0
|
0
|
0
|
0
|
0
|
0
|
10,000
|
|
|||||||||
Michelle Pannoni
|
2013
|
39,530
|
0
|
96,921
|
0
|
0
|
0
|
0
|
136,451
|
Secretary & Treasurer
|
2012
|
10,000
|
0
|
0
|
0
|
0
|
0
|
0
|
10,000
|
|
|||||||||
Hubert Elrington
|
2013
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Former President & Secretary
|
2012
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|||||||||
Peter Kremer
|
2013
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Former President & Secretary
|
2012
|
17,000
|
0
|
0
|
0
|
0
|
0
|
0
|
17,000
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
Change in Pension
|
|||||||
Fees
|
Value and
|
||||||
Earned or
|
Non-Equity
|
Nonqualified Deferred
|
|||||
Paid in
|
Stock
|
Option
|
Incentive Plan
|
Compensation
|
All Other
|
||
Cash
|
Awards
|
Awards
|
Compensation
|
Earnings
|
Compensation
|
Total
|
|
Name
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|
|||||||
Brian McFadden
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Michelle Pannoni
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
Name and Address of Beneficial Owner
Directors and Officers:
|
Amount and
Nature of
Beneficial
Ownership of
Common Stock
|
Percentage of
Beneficial
Ownership of
Common Stock
|
Amount
and Nature of
Beneficial
Ownership of
Preferred
Stock
|
Percentage of
Beneficial
Ownership of
Preferred Stock
|
|
||||
Brian McFadden
(1) (4)
|
42,500,000
|
21.66%
|
500,000
|
50.00%
|
801 West Bay Drive, Suite 470
|
||||
Largo, Florida 33770
|
||||
|
||||
Michelle Pannoni
(2)(4)
|
42,500,000
|
21.66%
|
500,000
|
50.00%
|
801 West Bay Drive, Suite 470
|
||||
Largo, Florida 33770
|
||||
|
||||
All executive officers and
directors as a group
(2 people)
|
85,000,000
|
43.32%
|
1,000,000
|
100.00%
|
|
||||
Linsay Taliento
|
41,114,286
|
20.96%
|
0
|
0.00%
|
412 Westside Drive
|
||||
Rochester, New York 14624
|
||||
|
||||
Peter Schuster
|
15,071,429
|
7.68%
|
0
|
0.00%
|
140 Island Way #280
|
||||
Clearwater, Florida 33767
|
(1)
|
Brian McFadden acquired 5,000,000 shares of common stock directly from us and 37,500,000 shares of common stock on November 27, 2012 in a private transaction from Hubert Elrington, a former officer and director.
|
(2)
|
Michelle Pannoni acquired 5,000,000 shares of common stock directly from us and 37,500,000 shares of common stock on November 27, 2012 in a private transaction from Hubert Elrington, a former officer and director.
|
(3)
|
Hubert Elrington irrevocably canceled and returned to authorized but unissued status a total of 150,000,000 shares of common stock on November 28, 2012.
|
(4)
|
1,000,000 shares of our capital stock is designated as Series A Preferred Stock. 500,000 shares are owned by Brian McFadden our president, principal executive officer and a director and 500,000 shares are owned by Michelle Pannoni, our secretary, treasurer, principal financial officer and a director. Each share of Series A Preferred Stock has 1,000 votes. According the combined voting power of the Series A Preferred Stock is 1,000,000,000 votes. Our Series A Preferred Stock is not registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. Accordingly, Mr. McFadden and Ms. Pannoni have sufficient votes to out vote all of the common stock shareholders on any matter coming before our shareholders for a vote.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
2013
|
$ | 16,000 |
MaloneBailey, LLP
|
||
2013
|
$ | 16,500 |
M&K CPAS, PLLC
|
||
2012
|
$ | 10,000 |
M&K CPAS, PLLC
|
2013
|
0 |
MaloneBailey, LLP
|
|||
2013
|
$ | 0 |
M&K CPAS, PLLC
|
||
2012
|
$ | 0 |
M&K CPAS, PLLC
|
2013
|
$ | 0 |
MaloneBailey, LLP
|
||
2013
|
$ | 0 |
M&K CPAS, PLLC
|
||
2012
|
$ | 0 |
M&K CPAS, PLLC
|
2013
|
$ | 0 |
MaloneBailey, LLP
|
||
2013
|
$ | 0 |
M&K CPAS, PLLC
|
||
2012
|
$ | 0 |
M&K CPAS, PLLC
|
Exhibit
|
Incorporated by reference
|
Filed
|
|||
Number
|
Document Description
|
Form
|
Date
|
Number
|
Herewith
|
|
|||||
2.1
|
Exchange Agreement between Pub Crawl Holdings,
Inc. and Mobile Dynamic Marketing, Inc.
|
8-K
|
1/31/13
|
2.1
|
|
|
|||||
2.2
|
Exchange Agreement between Pub Crawl Holdings, Inc.
and Career Start, Inc.
|
10-Q
|
11/19/13
|
2.2
|
|
|
|||||
3.1
|
Articles of Incorporation - Pub Crawl
|
S-1
|
10/07/10
|
3.1
|
|
|
|||||
3.2
|
Articles of Incorporation - Mobile Dynamic Marketing,
Inc.
|
10-K/A
|
4/16/13
|
3.2
|
|
3.3
|
Articles of Incorporation – Career Start, Inc.
|
X
|
|||
|
|||||
3.4
|
Bylaws - Pub Crawl Holdings, Inc.
|
S-1
|
10/07/10
|
3.2
|
|
|
|||||
3.5
|
Bylaws - Mobile Dynamic Marketing, Inc.
|
S-1
|
6/14/13
|
3.4
|
|
3.6
|
Bylaws – Career Start, Inc.
|
X
|
|||
EXCELSIS INVESTMENTS INC.
|
||
BY:
|
BRIAN McFADDEN | |
Brian McFadden
|
||
Principal Executive Officer and Director
|
||
BY:
|
MICHELLE PANNONI | |
Michelle Pannoni
|
||
Principal Financial Officer, Principal Accounting
Officer and Treasurer
|
Signature
|
Title
|
Date
|
|
BRIAN McFADDEN |
President, Principal Executive Officer, and a
|
April 14, 2014
|
|
Brian McFadden
|
member of the Board of Directors.
|
||
MICHELLE PANNONI |
Secretary, Treasurer, Principal Financial Officer,
|
April 14, 2014
|
|
Michelle Pannoni
|
Principal Accounting Officer and a member of the Board of Directors
|
Exhibit
|
Incorporated by reference
|
Filed
|
|||
Number
|
Document Description
|
Form
|
Date
|
Number
|
Herewith
|
|
|||||
2.1
|
Exchange Agreement between Pub Crawl Holdings,
Inc. and Mobile Dynamic Marketing, Inc.
|
8-K
|
1/31/13
|
2.1
|
|
|
|||||
2.2
|
Exchange Agreement between Pub Crawl Holdings, Inc.
and Career Start, Inc.
|
10-Q
|
11/19/13
|
2.2
|
|
|
|||||
3.1
|
Articles of Incorporation - Pub Crawl
|
S-1
|
10/07/10
|
3.1
|
|
|
|||||
3.2
|
Articles of Incorporation - Mobile Dynamic Marketing,
Inc.
|
10-K/A
|
4/16/13
|
3.2
|
|
3.3
|
Articles of Incorporation – Career Start, Inc.
|
X
|
|||
|
|||||
3.4
|
Bylaws - Pub Crawl Holdings, Inc.
|
S-1
|
10/07/10
|
3.2
|
|
|
|||||
3.5
|
Bylaws - Mobile Dynamic Marketing, Inc.
|
S-1
|
6/14/13
|
3.4
|
|
3.6
|
Bylaws – Career Start, Inc.
|
X
|
|||
3.7
|
Amended Articles of Incorporation – March 26, 2013.
|
X
|
|||
3.8
|
Amended Articles of Incorporation – October 24, 2013.
|
X
|
|||
10.1
|
Assignment Agreement between the Company, Peter
Kremer, and PBPubCrawl.com, LLC dated June 14, 2010
|
S-1
|
10/07/10
|
10.1
|
|
|
|||||
10.2
|
Form of Management Agreement between the Company
and Peter Kremer dated June 22, 2010
|
S-1
|
10/07/10
|
10.2
|
|
|
|||||
10.3
|
Promissory Note between the Company and Sun Valley
Investments dated August 5, 2010
|
S-1
|
10/07/10
|
10.3
|
|
|
|||||
10.4
|
Consulting Agreement between the Company and
Voltaire Gomez dated September 23, 2010
|
S-1
|
10/07/10
|
10.4
|
|
|
|||||
10.5
|
Settlement Agreement between the Company and Sun
Valley Investments dated May 25, 2012
|
8-K
|
08/11/12
|
10.1
|
|
|
|||||
10.6
|
Promissory Note between the Company and Deville
Enterprises, Inc. dated June 1, 2012
|
8-K
|
08/11/12
|
10.2
|
|
|
|||||
14.1
|
Code of Ethics
|
S-1
|
10/07/10
|
14.1
|
|
|
|||||
21.1
|
List of Subsidiaries
|
S-1
|
10/07/10
|
21.1
|
|
|
Name
|
Address
|
Clifford J. Hunt, Esquire
|
8200 Seminole Boulevard
|
Seminole, Florida 33772
|
CLIFFORD J. HUNT
|
|
Clifford J. Hunt, Incorporator
|
CLIFFORD J. HUNT
|
|
Clifford J. Hunt, Esquire
|
Dated: February 4, 2013
|
/s/: LINDSAY TALIENTO
|
By: Lindsay Taliento,
|
|
Chief Executive Officer
|
[SEAL]
|
ROSS MILLER
|
|||
Secretary of State
|
||||
204 North Carson Street, Suite 1
|
||||
Carson City, Nevada 89701-4520
|
||||
(775) 684-5708
|
||||
Website: www.nvsos.gov
|
||||
In the office of
|
Document Number
20140221855-20
|
|||
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
|
||||
ROSS MILLER
Ross Miller
Secretary of State
State of Nevada
|
Filing Date and Time
03/26/2014 11:11 AM
|
|||
Entity Number
E026223210-9
|
This form must be accompanied by appropriate fees.
|
Nevada Secretary of State Amend. Profit-After
Revised 11-27-15
|
(a)
|
may have such voting powers, full or limited, or may be without voting powers;
|
[SEAL]
|
ROSS MILLER
|
|||
Secretary of State
|
||||
204 North Carson Street, Suite 1
|
||||
Carson City, Nevada 89701-4520
|
||||
(775) 684-5708
|
||||
Website: www.nvsos.gov
|
||||
In the office of
|
Document Number
20140221855-20
|
|||
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
|
||||
ROSS MILLER
Ross Miller
Secretary of State
State of Nevada
|
Filing Date and Time
03/26/2014 11:11 AM
|
|||
Entity Number
E026223210-9
|
This form must be accompanied by appropriate fees.
|
Nevada Secretary of State Amend. Profit-After
Revised 11-27-15
|
1.
|
I have reviewed this Form 10-K for the year ending December 31, 2013 of Excelsis Investments Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
April 14, 2014
|
BRIAN McFADDEN
|
Brian McFadden
|
||
Principal Executive Officer
|
1.
|
I have reviewed this Form 10-K for the year ending December 31, 2013 of Excelsis Investments Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
April 14, 2014
|
MICHELLE PANNONI
|
Michelle Pannoni
|
||
Principal Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
BRIAN McFADDEN
|
|
Brian McFadden
|
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
MICHELLE PANNONI
|
|
Michelle Pannoni
|
|
Chief Financial Officer
|