UNITED
STATES |
SECURITIES
AND EXCHANGE COMMISSION |
Washington,
D.C. 20549 |
|
FORM
10-Q/A |
(Amendment No. 1) |
|
|
[x]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
|
EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2014 |
|
|
OR
|
|
|
|
[ ] |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
|
EXCHANGE
ACT OF 1934 |
Commission
file number 333-169280
Imerjn
Inc.
(Exact
name of registrant as specified in its charter)
NEVADA
(State
or other jurisdiction of incorporation or organization)
9550
South Eastern Ave. Suite 253-A86
Las
Vegas, Nevada 89123
(Address
of principal executive offices, including zip code.)
800-416-5934
(Registrant’s
telephone number, including area code)
N/A
(former
name, former address and former fiscal year, if changed since last report)
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the last 90 days.
YES [x] NO [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES [x]
NO [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
[ ] |
Accelerated
filer |
[ ] |
Non-accelerated
filer |
[ ] |
Smaller
reporting company |
[x] |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [
] NO [x]
State
the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: December
15, 2014, the registrant had 800,195 common shares issued and outstanding.
EXPLANATORY NOTE
This Amendment No. 1 to
the Quarterly Report on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q
of Xumanii International Holdings Corp. (the “Company”) for the quarter ended October 31, 2014
(the “Original Filing”), that was originally filed with the U.S. Securities and Exchange Commission on December
15, 2014. The Amendment is being filed to submit Exhibit 101 and updated financial statements and notes on accounts.
In addition, as required by Rule 12b-15 under
the Securities Exchange Act of 1934, as amended (“Exchange Act”), new certifications by the Company’s principal
executive officer and principal financial officers are filed as exhibits hereto.
Furthermore, the Amendment does not
reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with
the Original Filing, as well as the Company’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of
the Exchange Act subsequent to the filing of the Original Filing.
PART
I - FINANCIAL INFORMATION
PART
II - OTHER INFORMATION
PART
I – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
Imerjn,
Inc.
(formerly
Xumanii International Holdings Corp.)
Imerjn,
Inc. |
(formerly
Xumanii International Holdings Corp.) |
Consolidated
Balance Sheets |
(Unaudited) |
| |
October 31, 2014 | |
July 31, 2014 |
ASSETS | |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 189,897 | | |
$ | 135,906 | |
Accounts receivable | |
| 1,177 | | |
| 2,593 | |
Inventories | |
| 33,828 | | |
| 28,484 | |
Notes receivable – related party | |
| 218,501 | | |
| 258,501 | |
Other current assets | |
| 4,776 | | |
| 4,776 | |
Total current assets | |
| 448,179 | | |
| 430,260 | |
| |
| | | |
| | |
Fixed assets, net of accumulated depreciation of $0 and $0, respectively | |
| 5,700 | | |
| 5,700 | |
Goodwill | |
| 2,160,494 | | |
| 2,160,494 | |
Intangible assets, net of accumulated amortization | |
| 774,132 | | |
| 815,386 | |
Total assets | |
$ | 3,388,505 | | |
$ | 3,411,840 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable and accrued liabilities | |
$ | 499,107 | | |
$ | 516,389 | |
Deferred revenues | |
| 14,526 | | |
| 15,010 | |
Notes payable | |
| 739,522 | | |
| 797,242 | |
Convertible notes payable, net of discounts of $668,749 and $769,941, respectively | |
| 1,142,547 | | |
| 1,065,375 | |
Derivative liabilities | |
| 1,894,891 | | |
| 5,656,736 | |
Total current liabilities | |
| 4,290,593 | | |
| 8,050,752 | |
| |
| | | |
| | |
Commitment and contingencies | |
| | | |
| | |
| |
| | | |
| | |
Stockholders' deficit | |
| | | |
| | |
Series A redeemable convertible preferred stock; $0.00001 par value; 100,000,000 shares authorized; 5,000,000 shares issued and outstanding | |
| 50 | | |
| 50 | |
Series B convertible preferred stock, $0.00001 par value; 100,000,000 shares
authorized; 10,000,000 and 0 shares issued and outstanding, respectively | |
| 100 | | |
| — | |
Common stock, $0.00001 par value; 10,000,000,000 and 450,000,000 shares authorized; 636,228 and 222,873 shares issued and outstanding, respectively | |
| 6 | | |
| 2 | |
Additional paid-in capital | |
| 12,031,849 | | |
| 8,951,649 | |
Accumulated deficit | |
| (12,934,093 | ) | |
| (13,590,613 | ) |
Total stockholders’ deficit | |
| (902,088 | ) | |
| (4,638,912 | ) |
Total liabilities and stockholders' deficit | |
$ | 3,388,505 | | |
$ | 3,411,840 | |
The
accompanying notes are an integral part of these unaudited consolidated financial statements.
Imerjn,
Inc. |
(formerly
Xumanii International Holdings Corp.) |
Consolidated
Statements of Operations |
(Unaudited) |
| |
For the three Months | |
For the three Months |
| |
Ended
October 31, | |
Ended
October 31, |
| |
2014 | |
2013 |
| |
| |
|
| |
| |
|
Revenues | |
$ | 278,323 | | |
$ | — | |
Cost of revenues | |
| 140,537 | | |
| — | |
Gross profit (loss) | |
| 137,786 | | |
| — | |
| |
| | | |
| | |
Operating expenses: | |
| | | |
| | |
General and administrative | |
| 1,897,567 | | |
| 80,428 | |
Depreciation, depletion and amortization | |
| 41,254 | | |
| 2,526 | |
Loss on extinguishment of debt | |
| 22,816 | | |
| — | |
Loss on disposal of assets | |
| — | | |
| 52,781 | |
Total operating expenses | |
| 1,961,637 | | |
| 135,735 | |
| |
| | | |
| | |
Operating losses | |
| (1,823,851 | ) | |
| (135,735 | ) |
| |
| | | |
| | |
Other income (expense): | |
| | | |
| | |
Gain on change in fair value of derivatives | |
| 3,647,523 | | |
| — | |
Interest expense | |
| (1,167,152 | ) | |
| (29,573 | ) |
Total other income (expense) | |
| 2,480,371 | | |
| (29,573 | ) |
| |
| | | |
| | |
Net income (loss) | |
$ | 656,520 | | |
$ | (165,308 | ) |
| |
| | | |
| | |
Weighted average number of common shares outstanding - basic | |
| 458,238 | | |
| 27,161 | |
| |
| | | |
| | |
Weighted average number of common shares outstanding - diluted | |
| 911,682 | | |
| 27,161 | |
| |
| | | |
| | |
Net income (loss) per common share - basic | |
$ | 1.43 | | |
$ | (6.10 | ) |
| |
| | | |
| | |
Net income (loss) per common share - diluted | |
$ | 0.77 | | |
$ | (6.10 | ) |
The
accompanying notes are an integral part of these unaudited consolidated financial statements.
Imerjn,
Inc. |
(formerly
Xumanii International Holdings Corp.) |
Consolidated
Statements of Cash Flows |
(Unaudited) |
| |
For the three Months | |
For the three Months |
| |
Ended
October 31, | |
Ended
October 31, |
| |
2014 | |
2013 |
| |
|
|
| |
|
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
Net income (loss) | |
$ | 656,520 | | |
$ | (165,308 | ) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |
| | | |
| | |
Depreciation and amortization expense | |
| 41,254 | | |
| 2,526 | |
Stock based compensation | |
| 1,500,000 | | |
| 12,486 | |
Amortization of debt discount | |
| 559,663 | | |
| 26,791 | |
Fair value of derivative liabilities in excess of face value of convertible notes payable | |
| 537,706 | | |
| — | |
Gain on change in fair value of financial derivatives | |
| (3,647,523 | ) | |
| — | |
Gain on extinguishment of debt | |
| 22,816 | | |
| — | |
Imputed interest | |
| — | | |
| 21,400 | |
Loss on disposal of fixed assets | |
| — | | |
| 52,781 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| 1,416 | | |
| — | |
Inventories | |
| (5,344 | ) | |
| — | |
Accounts payable and accrued liabilities | |
| (17,283 | ) | |
| 64,106 | |
Deferred revenues | |
| (484 | ) | |
| — | |
Net cash used in operating activities of operations | |
| (351,259 | ) | |
| (24,495 | ) |
| |
| | | |
| | |
CASH FLOW INVESTING ACTIVITIES | |
| | | |
| | |
Cash received for notes receivable – related party | |
| 40,000 | | |
| — | |
Net cash provided by investing activities | |
| 40,000 | | |
| — | |
| |
| | | |
| | |
CASH FLOW FINANCING ACTIVITIES | |
| | | |
| | |
Proceeds from loans payable | |
| — | | |
| 74,301 | |
Repayment on loans payable | |
| (2,000 | ) | |
| — | |
Proceeds from convertible notes payable, net | |
| 367,250 | | |
| — | |
Advances from related parties | |
| — | | |
| 78,355 | |
Repayment of related party advances | |
| — | | |
| (48,250 | ) |
Net cash provided by financing activities | |
| 365,250 | | |
| 104,406 | |
| |
| | | |
| | |
NET CHANGE IN CASH | |
| 53,991 | | |
| (2,760 | ) |
CASH AT BEGINNING OF PERIOD | |
| 135,906 | | |
| 8,725 | |
CASH AT END OF PERIOD | |
$ | 189,897 | | |
$ | 5,965 | |
| |
| | | |
| | |
SUPPLEMENTAL INFORMATION: | |
| | | |
| | |
Interest paid | |
$ | — | | |
$ | — | |
Income tax paid | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
NONCASH INVESTING AND FINANCING ACTIVITIES: | |
| | | |
| | |
Conversion of convertible notes payable and embedded derivative liabilities to common stock | |
$ | 1,557,484 | | |
$ | — | |
Debt discount from embedded derivative conversion feature | |
$ | 422,970 | | |
$ | — | |
Conversion of loans payable to convertible notes payable | |
$ | 55,720 | | |
$ | — | |
The
accompanying notes are an integral part of these unaudited consolidated financial statements.
Imerjn,
Inc.
(formerly
Xumanii International Holdings Corp.)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE
1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature
of Business
Imerjn.
Inc. (the “Company” or “Imerjn”) (formerly Xumanii International Holdings Corp.) was incorporated in Nevada
on May 6, 2010.
The
Company was a platform that broadcasted live events in HD with a new technology that combines hardware and a software platform
to broadcast from multiple cameras, wirelessly an event with an extremely low production cost until September 30, 2013. In October
2013, the business plan for Imerjn was changed to enter into the branded tablet market, cloud storage market and app market and
pursue acquisitions that may be synergistic to the company’s focus in various technologies.
The
Company completed an acquisition of Rocky Mountain Tracking Inc. (“RMT”), an established provider of GPS tracking
solutions in North America on July 21, 2014. RMT was incorporated in Colorado in 2004 and has been a leading provider of GPS tracking
solutions. It offers several GPS trackers and GPS tracking systems that are ideal for personal or business use. RMT’s software
is proprietary and enables users to track the movement of virtually anything using tracking devices. The Company’s new
website is www.imerjn.com.
The
Company's board of directors approved a 1:10,000 reverse split of the Company's common stock which was approved by the Financial
Industry Regulatory Authority on November 19, 2014. All share and per share amounts in the consolidated financial statements and
footnotes have been retroactively restated for the impact of the reverse split. Also in November 2014, the Company's name changed
to Imerjn Inc. and the Company has applied for a new symbol, IMJN, which is expected to be approved and effective on December
17, 2014.
Principles of Consolidation
The
consolidated financial statements include the Company’s accounts and those of the Company’s wholly owned subsidiaries.
All significant intercompany accounts and transactions have been eliminated.
Basis
of Presentation
The
accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of the Securities and Exchange
Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes
thereto contained in Imerjn’s Annual Report filed with the SEC on Form 10-K for the year ended July 31, 2014.
In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of the financial position and the results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the consolidated financial statements for the three months ended October 31, 2014, which
substantially duplicate the disclosures contained in the audited consolidated financial statements for the year ended July
31, 2014 as reported in the Form 10-K have been omitted.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates. The Company’s most significant estimates relate to the fair value estimates of
the Company’s derivative liabilities.
Reclassification
Certain
prior period amounts have been reclassified to conform to current period presentation.
Basic
and Diluted Earnings (Loss) Per Common Share
The
basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding.
Diluted net loss per common share is computed by dividing the net loss, adjusted on an "as if converted" basis, by the weighted
average number of common shares outstanding plus potential dilutive securities. For the three months ended October 31, 2014, the
Company included the dilutive effect of 453,444 shares of common stock issuable upon conversion of convertible notes payable. During
the three months ended October 31, 2013, there were no potentially dilutive securities outstanding.
Cash
and Cash Equivalents
The
Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Accounts
Receivable
Trade
accounts receivable is recorded net of an allowance for expected losses. The allowance is estimated from historical performance
and projections of trends. Management closely monitors outstanding balances and writes off, as of year-end, all balances that
are not expected to be collected by the time the financial statements are issued. No allowance was required as of July 31, 2014
and 2013.
Inventory
Inventories
are stated at the lower of cost or market. Cost is determined by the average cost method for all inventories. Inventories consist
primarily of components and finished products held for sale. Rapid technological change and new product introductions and enhancements
could result in excess or obsolete inventory. To minimize this risk, Imerjn evaluates inventory levels and expected usage on a
periodic basis and records adjustments as required.
Property
and Equipment
Property
and Equipment are stated at cost. Depreciation is computed over the estimated useful lives of the related assets using the straight-line
method for financial reporting purposes.
Expenditures
for normal repairs and maintenance are charged to expense as incurred. Significant renewals and improvements are capitalized.
The cost and related accumulated depreciation of assets retired or otherwise disposed of are eliminated from the accounts, and
any resulting gain or loss is recognized in the year of disposal.
Intangible
assets
Intangible
assets with definite lives are recorded at cost and amortized using the straight-line method over their estimated useful lives.
Impairment
of Long-Lived Assets
Management
reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not
be realizable or at a minimum annually during the fourth quarter of the year. If an evaluation is required, the estimated future
undiscounted cash flows associated with the asset are compared to the asset’s carrying value to determine if an impairment
of such asset is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset
and its carrying value.
Financial
Derivatives
All
derivatives are recorded at fair value on the balance sheet. Fair values for securities traded in the open market and derivatives
are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based
pricing models incorporating readily observable market data and requiring judgment and estimates.
Fair
Value Measurement
The
Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair
value, and expands disclosures about fair value measurements.
As
defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or
assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the
risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or
generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820
establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the
lowest priority to unobservable inputs (level 3 measurement).
The
three levels of the fair value hierarchy defined by ASC 820 are as follows:
Level
1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets
are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information
on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities
and listed equities.
Level
2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly
observable as of the reported date.
Level
3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may
be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses
Level 3 to value its derivative instruments.
The
following tables set forth assets and liabilities measured at fair value on a recurring and non-recurring basis by level
within the fair value hierarchy as of October 31, 2014 and July 31, 2014. As required by ASC 820, financial assets and
liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value
measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires
judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value
hierarchy levels.
| |
Level 1 | |
Level 2 | |
Level 3 | |
Total |
Derivative liabilities: | |
| | | |
| | | |
| | | |
| | |
At October 31, 2014 | |
$ | — | | |
$ | — | | |
$ | 1,894,891 | | |
$ | 1,894,891 | |
At July 31, 2014 | |
$ | — | | |
$ | — | | |
$ | 5,656,736 | | |
$ | 5,656,736 | |
Income
Taxes
Potential
benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes
a deferred tax asset for net operating losses carried forward. The potential benefit of net operating losses have not been recognized
in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating
losses carried forward in future years.
Revenue
Recognition
The
Company recognizes revenues on sale of goods when (1) there is persuasive evidence of an arrangement with the customer, (2) product
risk and title has passed which generally coincides with the shipment of the products to the customer, (3) amount due from the
customer is fixed or determinable, and (4) collectability is reasonably assured. Customer discounts and allowances are netted
against revenues.
Subscription
revenue is generated from the GPS tracking services provided. Customers are to be billed monthly, quarterly and annually. Subscription
revenue is recognized ratably over the term of the subscription period. The Company records deferred revenues for the services
to be performed subsequent to the yearend.
Cost
of Subscription
Cost
of subscription revenue is primarily comprised of the costs associated with the GPS tracking services that provided by the third
parties.
Shipping
and Handling
The
Company bills the customers for, and recognizes as revenue, any charges for shipping and handling costs. The related costs are
recognized as cost of sales.
Stock-based
Compensation
The
Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes option pricing model
and common shares based on the last quoted market price of the Company’s common stock on the date of the share grant. The
fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is
required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately
expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates. Previously recognized
compensation costs may be adjusted to reflect the actual for feature rate for the entire award at the end of the vesting period.
Excess tax benefits, if any, are recognized as an addition to paid-in capital.
Recently
Issued Accounting Pronouncements
The
Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its results
of operations, financial position or cash flow.
Subsequent
Events
The
Company has evaluated all transactions from October 31, 2014 through the financial statement issuance date for subsequent event
disclosure consideration.
NOTE
2 – GOING CONCERN
These
financial statements have been prepared on a going concern basis, which implies Imerjn will continue to meet its obligations and
continue its operations for the next twelve months. As of October 31, 2014, the Company has an accumulated deficit of $12,934,093,
limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating
costs for the next twelve month period. These factors raise substantial doubt regarding the Company’s ability to continue
as a going concern. The continuation of Imerjn as a going concern is dependent upon financial support from its stockholders, the
ability of Imerjn to obtain necessary equity financing to continue operations, and the attainment of profitable operations.
Realization
value may be substantially different from carrying values as shown and these financial statements do not include any adjustments
to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should
Imerjn be unable to continue as a going concern.
NOTE
3 – INTANGIBLE ASSETS
| |
October 31, 2014 | |
July 31, 2014 |
Customer list | |
$ | 273,393 | | |
$ | 273,393 | |
Software licenses | |
| 60,000 | | |
| 60,000 | |
Websites | |
| 152,848 | | |
| 152,848 | |
Patents | |
| 350,842 | | |
| 350,842 | |
Total intangible assets | |
| 837,083 | | |
| 837,083 | |
Accumulated amortization of intangible assets | |
| (62,951 | ) | |
| (21,697 | ) |
Total intangible assets | |
$ | 774,132 | | |
$ | 815,386 | |
The
Company amortizes its intangibles over their useful lives which range from 3-15 years. Amortization expense for the
three months ended October 31, 2014 and 2013 were $41,254 and $0, respectively.
NOTE
4 – NOTES PAYABLE
As
of October 31, 2014, the Company had the following loans payable outstanding:
Convertible
notes:
On
October 10, 2013, the Company entered into a convertible promissory note with a third party for $37,500,
with an initial discount of $2,500. The note bears interest at 8% and a maturity date of July 12, 2014. In the event
that the note remains unpaid at that date, the Company will pay default interest at 22%. The lender has the right after a period
of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 51% of the average of the three
trading prices during the 10 trading days prior to the conversion date.
On
March 17, 2014, the Company entered into a convertible promissory note with a third party for $53,500. The
note bears interest at 8% and a maturity date of December 19, 2014. The lender has the right after a period of 270 days to convert
the balance outstanding into the Company's common stock at a rate equal to 45% of the lowest trading prices during the 30 trading
days prior to the conversion date.
On
October 21, 2013, the Company entered into a convertible note with
a third party for $25,000. This note bears an interest rate of 12% per annum and
is due April 21, 2014. The lender has the right at any time prior to the maturity date to convert the principal and
interest outstanding into the Company's common stock at a rate equal to 50% of the average of three lowest closing prices during
the ten trading days prior to the conversion date.
On
March 24, 2014, the Company entered into a convertible promissory note with a third party for $100,000. The
note bears interest at 12% and a maturity date of September 24, 2014. The lender has the right after a period of 180 days to convert
the balance outstanding into the Company's common stock at a rate equal to 50% of the average of the three trading prices during
the 20 trading days prior to the conversion date
On
October 23, 2013, the Company entered into a promissory note with a
third party for $500,000, with an initial discount of $50,000. During the three months
ended October 31, 2013, the Company received the first advance of $50,000. During the three months ended April 30, 2014 the Company
received an additional $125,000. The note has a maturity date of two years from effective date of each payment and bears and interest
rate of 12%. The note can be converted into the Company’s common stock at lessor of $0.03 or 60% of the lowest trade
price in the 25 trading days previous to the conversion.
On
December 23, 2013, the Company entered into a note purchase agreement with
a third party to purchase a Convertible Promissory Note for $113,500, with an initial
discount of $13,500. This note bears an interest rate of 8% per annum and is due December 27, 2014. The lender has
the right at any time on or after 90 days from the issuance date to convert the balance outstanding into the Company's common
stock at a rate equal to 55% of the lowest sale price of the common stock for the 20 trading immediately prior to the voluntary
conversion date. During the quarter ended April 30, 2014, the Company issued $25,000 of common stock.
On
December 13, 2013, the Company entered into a convertible note with
a third party for $35,000, with an initial discount of $5,000. This note bears an
interest rate of 10% per annum and is due June 1, 2014. The lender has the right after a period of 180 days to convert
the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest closing prices during the twenty
trading days prior to the conversion date.
On
March 21, 2014, the Company entered into a convertible promissory note with a third party for $55,000,
with and an initial discount of $5,000. The note bears interest at 10% and a maturity date of October 1, 2014. The
lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal
to 60% of the lowest trading prices during the 20 trading days prior to the conversion date.
On
December 3, 2013, the Company entered into a senior convertible note with
a third party for $450,000, with an initial discount of $150,000. The note has a
maturity date of June 3, 2014 and bears and interest rate of 12%. The lender has the right at any time to convert
the balance outstanding into the Company's common stock at a conversion price of $0.00616 (subject to adjustment).
On
December 12, 2013, the Company entered into a convertible note with
a third party for $100,000, with an initial discount of $10,000. This note bears
an interest rate of 10% per annum and is due December 12, 2014. The lender has the right to convert the balance outstanding
into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 15 trading days prior to the holder
elected conversion date.
On
December 12, 2013, the Company entered into a convertible promissory note with
a third party for $450,000, with an initial discount of $10,000. $250,000 of
the note was advanced prior to January 31, 2014. During the quarter ended April 30, 2014 the additional $200,000 was advanced.
This note bears an interest rate of 10% per annum and is due December 12, 2014. The lender has the right to convert
the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 15 trading
days prior to the holder elected conversion date.
On
October 31, 2013, the Company entered into a convertible note with
a third party for $50,000, with an initial discount of $5,500. This note bears an
interest rate of 8% per annum and is due October 31, 2014. The lender has the right to convert the balance outstanding
into the Company's common stock at a rate equal to 60% of the lowest closing prices during the 20 trading days prior to the conversion
date.
On
December 27, 2013, the Company entered into a convertible note with
a third party for $50,000, with an initial discount of $5,500. This note bears an
interest rate of 12% per annum and is due September 30, 2014. The lender has the right to convert the balance outstanding
into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion
date.
On
December 27, 2013, the Company also entered into a convertible note with
a third party for $50,000, with an initial discount of $5,500. This note bears an
interest rate of 12% per annum and is due September 30, 2014. The lender has the right to convert the balance outstanding
into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion
date.
On
March 20, 2014, the Company entered into a convertible promissory note with a third party for $84,000. The
note bears interest at 8% and a maturity date of March 20, 2015. The lender has the right after a period of 360 days to convert
the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest trading prices during the 20 trading
days prior to the conversion date.
On
November 18, 2013, the Company entered into a convertible debenture with
a third party for $250,000. This note bears an interest rate of 10% per annum and
is due May 18, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at
a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date.
On
November 18, 2013, the Company entered into a convertible debenture with a
third party for $150,000. This note bears an interest rate of 10% per annum and is
due May 18, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a
rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date.
On
November 18, 2013, the Company entered into a convertible debenture with a
third party for $150,000. This note bears an interest rate of 10% per annum and is
due May 18, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a
rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date.
On
November 18, 2013, the Company entered into a convertible debenture with a
third party for $225,000. This note bears an interest rate of 10% per annum and is
due May 18, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a
rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date.
On
December 27, 2013, the Company entered into a convertible note with
a third party for $50,000. This note bears an interest rate of 12% per annum and
is due September 30, 2014. The lender has the right to convert the balance outstanding into the Company's common stock
at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date.
On
December 27, 2013, the Company also entered into a convertible note with
a third party for $50,000. This note bears an interest rate of 12% per annum and
is due September 30, 2014. The lender has the right to convert the balance outstanding into the Company's common stock
at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date.
On
March 20, 2014, the Company entered into a convertible promissory note with a third party for $94,500. The
note bears interest at 8% and a maturity date of March 20, 2015. The lender has the right after a period of 360 days to convert
the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest trading prices during the 20 trading
days prior to the conversion date.
On
March 24, 2014, the Company entered into a convertible note with
a third party for $80,000. This note bears an interest rate of 12% per annum and
is due April 24, 2015. The lender has the right at any time prior to the maturity date to convert the principal and
interest outstanding into the Company's common stock at a rate equal to 50% of the average of three lowest closing prices during
the ten trading days prior to the conversion date.
On
April 30, 2014, the Company entered into a convertible promissory note with a third party for $37,500. The
note bears interest at 8% and a maturity date of January 30, 2015. The lender has the right after a period of 360 days to convert
the balance outstanding into the Company's common stock at a rate equal to 55% of the average lowest 2 day trading prices during
the 15 trading days prior to the conversion date.
On
May 18, 2014, the Company entered into a convertible debenture with a
third party for $150,000. This note bears an interest rate of 10% per annum and is
due May 18, 2015. The lender has the right to convert the balance outstanding into the Company's common stock at a
rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date.
On
July 28, 2014, the Company entered into a convertible promissory note with a third party for $50,000. The note bears
interest at 8% and a maturity date of December 31, 2014. The lender has the right to convert the balance outstanding
into the Company’s common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to
the conversion date.
On
August 1, 2014, the Company received an additional $50,000 from a third-party lender through a convertible promissory note. This
advance bears interest at 12%, is unsecured, and has various terms of repayment. The note
has a maturity date of two years from effective date of each payment and bears and interest rate of 12%. The note can be
converted into the Company’s common stock at lessor of $0.03 or 60% of the lowest trade price in the 25 trading days previous
to the conversion.
On
August 8, 2014, the Company entered into a convertible promissory note with a third party for $400,000. The note bears
interest at 10% per annum and with a maturity date of February 8, 2015. The lender has the right to convert the balance
outstanding into the Company's common stock at a rate equal to 50% of the lowest one day closing prices during the 20 trading
days prior to the conversion date. Only $150,000 of the note had been received as of October 31, 2014. The Company is currently
default on this loan.
On
August 29, 2014, the Company entered into a convertible promissory note with a third party for $65,000. The note bears
interest at 10% per annum and with a maturity date of March 31, 2015. The Company received $58,750 and recorded a debt
discount for issuance costs of $6,250. The lender has the right to convert the balance outstanding into the Company's
common stock at a rate equal to 30% of the lowest one day closing prices during the 30 trading days prior to the conversion date. The
Company is currently default on this loan.
On
September 5, 2014, the Company entered into a convertible promissory note with a third party for $100,000. The note
bears interest at 12% per annum and with a maturity date of April 5, 2015. The Company received $90,500 and recorded
a debt discount for issuance costs of $9,500. The lender has the right to convert the balance outstanding into the Company's common
stock at a rate equal to 30% of the lowest one day closing prices during the 30 trading days prior to the conversion date. The
Company is currently default on this loan.
On
September 18, 2014, the Company entered into a convertible promissory note with a third party for $20,000. The note
bears interest at 12% per annum and with a maturity date of May 7, 2015. The lender has the right to convert the balance
outstanding into the Company's common stock at a rate equal to 55% of the lowest one day closing prices during the 5 trading days
prior to the conversion date.
The
Company evaluated the conversion features on the above convertible notes and determined that they created an embedded financial
derivative due to there being no explicit limit to the number of shares to be issued upon conversion. During the year ended July
31, 2014, the Company recorded the initial fair value of $1,878,951 on the financial derivatives as discount to the convertible
notes. During the three months ended October 31, 2014, the Company recorded the initial fair value of $422,970 on convertible
promissory notes issued during the period.
For
the three months ended October 31, 2014, the Company recorded $559,663 of interest expense under straight-line method to amortize
the discounts (both original discount and derivative discount) on the convertible notes. The remaining unamortized discount as
of October 31, 2014 was $658,392.
Note
payable:
The
Company has a note payable to Atoll Finance. Interest on the note is 5% per annum. The Company (through its other lenders)
repaid $1,144,172 and the balance was reduced from $1,712,242 to $568,070 including accrued interest during the year
ended July 31, 2014. The note is unsecured and is currently past due.
A
lender has an option to purchase $312,242 of the remaining balance. Another lender purchased $55,720 of the note payable. As of
October 31, 2014, the outstanding balance on the note payable was $489,522. The Company recorded $6,480 of imputed
interest on the payable due to Atoll Finance for the three months ended October 31, 2014.
Certain
notes are in default because the Company cannot currently trade on an exchange which most creditors have access to.
NOTE
5 – DERIVATIVE LIABILITY
The
Company evaluated the terms of the convertible notes and concluded that since the conversion prices were not fixed and the number
of shares of the Company’s common stock that are issuable upon the conversion of the convertible notes are indeterminable
until such time as the note holder elects to convert to common stock, the embedded conversion features created a derivative liability.
The
Company measured the derivative liability using the input attributes at each issuance date and recorded an initial derivative
liability of $11,078,298 and $992,990 for the year ended July 31, 2014 and for the three months ended October 31, 2014, respectively.
On October 31, 2014, the Company re-measured the derivative liability using the input attributes below and determined the derivative
liability value to be $1,894,891. Gain on derivative liabilities of $3,647,523 and $0 was recorded for the three months ended
October 31, 2014 and 2013, respectively, and included in the statements of operations in order to adjust the derivative liability
to the re-measured value.
| |
Issuance date | |
October 31, 2014 |
| |
| |
|
Stock price | |
| $1.00 - $17.00 | | |
$ | 1.00 | |
Exercise price | |
| $1.10 - $3.60 | | |
| $0.004 - $0.018 | |
Shares issuable upon conversion | |
| 180,274 shares | | |
| 3,257,200 shares | |
Expected dividend yield | |
| 0.00 | % | |
| 0.00 | % |
Expected life (years) | |
| 0.5 - 2 years | | |
| 0.2 - 2 years | |
Risk-free interest rate | |
| 0.30% - 0.47% | | |
| 0.30% - 0.47% | |
Expected volatility | |
| 223% - 242% | | |
| 234% - 322% | |
Change
in fair value of financial derivatives during the three months ended October 31, 2014 and 2013 is as follows:
| |
October 31, | |
October 31, |
| |
2014 | |
2013 |
Beginning balance | |
$ | 5,656,736 | | |
$ | — | |
New derivatives | |
| 960,676 | | |
| — | |
Transfer from liability classification to equity classification | |
| (1,074,998 | ) | |
| — | |
Change in fair value | |
| (3,647,523 | ) | |
| — | |
Ending balance | |
$ | 1,894,891 | | |
$ | — | |
NOTE
6 – RELATED PARTY TRANSACTIONS
The
Company advanced $541,451 to ACLH, LLC, an entity associated with the Company’s CEO, during the year ended July
31, 2014. $322,950 was repaid by ACLH, LLC to the Company during the year ended July 31,
2014. The remaining balance of $218,501 plus accrued interest is expected to be converted
into stock of another public company, an asset owned by ACLH.
During
the three months ended October 31, 2014, the Company issued 10,000,000 shares of Series B convertible preferred stock to Intersino,
Inc., a related party to the CEO, for services provided in regards to attracting new users to the Company’s Amonshare website.
NOTE
7 – EQUITY TRANSACTIONS
Following
are the Company’s equity transactions during the three months ended October 31, 2014:
|
- |
On
October 25, 2014, the Company issued 10,000,000 shares of Series B convertible preferred stock to Intersino, Inc. The preferred
shares were valued at $1,500,000 based on the agreed terms with Intersino, Inc., in payment of $50 per new user. The
preferred shares are convertible into common stock of the Company at a rate of 0.267 shares of common stock for each share
of preferred stock. |
|
- |
413,355
shares of common stock were issued for the conversion of third-party convertible notes payable in the amount of $1,580,304. The
conversions consisted of the settlement of $482,490 in principal balance on convertible notes and $1,074,998 in embedded derivative
conversion feature liability. A loss of $22,816 was recorded as the difference in fair value of the stock issued
and the liabilities settled. |
NOTE
8 – SUBSEQUENT EVENTS
Subsequent
to October 31, 2014, the Company issued 163,965 shares common stock in settlement of convertible notes payable principal balance
of $6,430.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following 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. 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. See “Cautionary Statement
on Forward-Looking Information.”
Our
auditors have raised substantial doubt as to our ability to continue as an on-going business for the next 12 months.
To
meet our need for cash, we have raised funds from third party loans. We cannot guarantee that since we have adopted and implemented
a new business plan and have begun operations that we will stay in business after twelve months. We may quickly use up our current
cash and will need to find alternative sources, such as a second public offering, or a private placement of securities in order
for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash, other than
from the loans that have been received and similar ones we are contemplating. If we need additional cash and cannot raise it,
we may either have to suspend operations until we do raise the cash, or cease operations entirely. If we need more money, we will
have to revert to obtaining additional funds as described above.
Plan
of Operation
Our
business plan which Imerjn has commenced is to enter the branded tablet market, app market and pursue acquisitions that may be
synergistic to the company’s focus in various technologies.
Currently,
do not have any future arrangements or commitments in place other than those listed above to complete any private placement financings
and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.
Limited
Operating History; Need for Additional Capital
There
is limited historical financial information about us upon which to base an evaluation of our performance. We cannot guarantee
we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We
have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory
terms, we may be unable to continue, or expand our operations. Equity financing could result in additional dilution to our existing
stockholders. We anticipate that we will need to meet our ongoing cash requirements through the generation of revenue or equity
and/or debt financing.
We
intend to meet our cash requirements for the short term by generating revenue and, if possible, through a combination of debt
financing and equity financing by way of private placements. We currently do not have any arrangements or commitments in
place to complete any private placement financings and there is no assurance that we will be successful in completing any such
financings on terms that will be acceptable to us.
If
we are not able to raise all monies needed to fully implement our business plan for the next year as anticipated, we will scale
our business development in line with available capital. Our primary priority in that scenario would be to retain our reporting
status with the SEC which means that we would first ensure that we have sufficient capital to cover our legal and accounting expenses.
Once these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on market awareness,
and servicing costs as well as marketing and advertising to social media marketing websites. We will likely not expend funds
on the remainder of our planned activities unless we have the required capital.
If
we are able to raise the required funds we will fully implement our business plan. If we are not able to raise all required funds,
we will prioritize our corporate activities.
Results
of Operations
Three
Months Ended October 31, 2014 Compared to Three Months Ended October 31, 2013
Revenue
We
had $278,323 of revenues for the three-month period ended October 31, 2014 and $0 for the three-month period ended October 31,
2013.
Operating
expenses
For
the three months ended October 31, 2014 and 2013, we incurred operating expenses of $1,961,637 and $135,735, respectively. The
operating expenses increased primarily due to stock issuance costs of $1,500,000 for services provided in regards to attracting
new users to the Company’s Amonshare website.
Other
income (expense)
For
the three months ended October 31, 2014 and 2013, we had other income of $2,480,371 and incurred other expense of $29,573, respectively.
We recognized a gain on the change in the fair value of our derivatives of $3,647,523 for the three months ended October 31, 2014.
In 2013, we only had interest accrued for one outstanding loan.
Net
income (loss)
For
the three months ended October 31, 2014 and 2013, we had a net income of $656,520 and net loss of $165,308, respectively. The
increase was primarily due to the gain recognized on the change in the fair value of our derivatives.
Liquidity
and Capital Resources
As
of October 31, 2014, our total assets were $3,388,505, comprised primarily of $189,897 in cash, $218,501 in related party notes
receivable and other non-current assets. Our total liabilities were $4,290,593, including convertible note payables of $1,142,547
and derivative liabilities of $1,894,891.
We
intend to meet our cash requirements for the short term by generating revenue and through a combination of debt financing and
equity financing by way of private placements. We currently do not have any arrangements or commitments in place to complete
any private placement financings and there is no assurance that we will be successful in completing any such financings on terms
that will be acceptable to us. If we are not able to raise the amount needed to fully implement our business plan as anticipated,
we will scale our business development in line with available capital.
Our
primary priority will be to retain our reporting status with the SEC which means that we will first ensure that we have sufficient
capital to cover our legal and accounting expenses.
Once
these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on market awareness,
testing and servicing costs as well as marketing and advertising to social media marketing websites. We will likely not
expend funds on the remainder of our planned activities unless we have the required capital.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and as defined by Rule 229.10(f)(1)
of Regulation S-K, and are not required to provide the information under this item.
ITEM
4. CONTROLS AND PROCEDURES.
Evaluation
of Disclosure Controls and Procedures
We
maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange
Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange
Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission
rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive
Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted
an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered
by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal
Financial Officer concluded that our Disclosure Controls were not effective as of the end of the period covered by this report
due to the lack of adequate segregation of duties and the absence of an audit committee.
Changes
in Internal Controls
There
were no changes in our internal control over financial reporting during our most recent fiscal quarter that affected, or were
reasonably likely to affect, our internal control over financial reporting.
PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS.
Currently
we are not involved in any litigation that we believe could have a material adverse effect on our financial condition or results
of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our
subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse
effect.
ITEM
1A. RISK FACTORS
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
ITEM
5. OTHER INFORMATION
None.
ITEM
6. EXHIBITS.
The
following documents are included herein:
|
|
Incorporated
by reference |
|
Exhibit |
Document
Description |
Form |
Date |
Number |
Filed
herewith |
|
|
|
|
|
|
31.1 |
Certification
of Principal Executive Officer pursuant to Section
302
of the Sarbanes-Oxley Act of 2002. |
|
|
|
X |
|
|
|
|
|
|
31.2 |
Certification of Chief Financial Officer
pursuant to rule 13a-14 |
|
|
|
X |
|
|
|
|
|
|
32.1 |
Certification
of Chief Executive Officer pursuant to Section 906
of
the Sarbanes-Oxley Act of 2002. |
|
|
|
X |
|
|
|
|
|
|
32.2 |
Certification
of Chief Financial Officer pursuant to 18 U.S.C.
section 1350, as
adopted pursuant to section 906 of the
sarbanes-oxley
act of 2002 |
|
|
|
X |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing of this Form 10-Q/A and has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in Las Vegas, NV on this 17th day of December 2014.
|
Xumanii International
Holdings Corp. |
|
|
|
|
|
BY: |
/s/
Adam Radly |
|
|
|
Adam
Radly |
|
|
|
President,
Director
|
|
|
|
/s/
Bob Bates |
|
|
|
Bob
Bates |
|
|
|
CFO |
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf
of the Registrant and in the capacities.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/Adam
Radly |
|
President, Director |
|
December
17, 2014 |
Adam
Radly |
|
|
|
|
|
|
|
|
|
/s/
Bob Bates |
|
CFO |
|
|
Bob
Bates |
|
|
|
|
Exhibit
31.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14
I,
Adam Radly, the President and CEO of Xumanii International Holdings Corp. (the “Registrant”), certify that; |
(1) |
I
have reviewed this quarterly Report on Form 10-Q/A of the Registrant; |
|
|
|
(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) |
I
am responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
of the Securities Exchange Act of 1934) for the Registrant and have: |
|
|
|
|
a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the Registrant is made known to me 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 my 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 that has materially affected, or is reasonably likely to materially affect, the Registrant's internal
control over financial reporting; and |
|
|
|
(5) |
I
have disclosed, based on my most recent evaluation of the internal control over financial reporting, to the Registrant’s
auditors and the audit committee of 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. |
|
|
December
17, 2014 |
|
|
|
/s/Adam
Radly |
By: |
Adam
Radly |
|
Chief
Executive Officer |
Exhibit
31.2
CERTIFICATION
OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14
I,
Bob Bates, CFO of Xumanii International Holdings Corp. (the “Registrant”), certify that; |
(1) |
I
have reviewed this quarterly Report on Form 10-Q/A of the Registrant; |
|
|
|
(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) |
I
am responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
of the Securities Exchange Act of 1934) for the Registrant and have: |
|
|
|
|
a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the Registrant is made known to me 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 my 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 that has materially affected, or is reasonably likely to materially affect, the Registrant's internal
control over financial reporting; and |
|
|
|
(5) |
I
have disclosed, based on my most recent evaluation of the internal control over financial reporting, to the Registrant’s
auditors and the audit committee of 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. |
|
|
December
17, 2014 |
|
|
|
/s/
Bob Bates |
By: |
Bob
Bates |
|
Chief
Financial Officer |
Exhibit
32.1
CERTIFICATION
OFCHIEF EXECUTIVE OFFICER OFFICERPURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002
I,
Adam Radly, the Chief Executive Officer of Xumanii International Holdings Corp. (the “Company”), hereby certify
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of
my knowledge:
|
(i) |
the quarterly
report on Form 10-Q/A of the Company, for the period ended October 31, 2014, and to which this certification is attached
as Exhibit 32 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended; and |
|
|
|
|
(ii) |
the
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
December
17, 2014 |
|
|
|
/s/Adam
Radly |
By: |
Adam
Radly |
|
Chief
Executive Officer |
Exhibit 32.2
CERTIFICATION OF CHIEF
FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Bob Bates, CFO of Xumanii
International Holdings Corp. (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
|
(i) |
the quarterly report on Form 10-Q/A of the Company, for the period ended October 31, 2014, and to which this certification is attached as Exhibit 32 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
|
|
|
(ii) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
December 17, 2014 |
|
|
|
/s/ Bob Bates |
By: |
Bob Bates |
|
Chief Financial Officer |
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