GARMATEX HOLDINGS LTD. (OTCMKTS:GRMX) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01
| ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
Technology Licensing Agreement
We entered into and executed a non-exclusive Sublicense Agreement
dated March 8, 2017 and the Garmatex Trademark Technology License
Agreement dated March 9, 2017 (collectively, Master Sublicense
Agreement) with Garmatex Technologies, Inc. a company formed
under the laws of the Province of British Columbia, Canada (GTBC)
whereby we were granted various Intellectual Property Rights
related to the design, development and manufacturing of various
scientifically-engineered fabric technologies and performance
technologies; including a patented T3 design, Bact-Out, CoolSkin,
WarmSkin, Kottinu, ColdSkin, SteelSkin, Satinu, CamoSkin,
RecoverySkin, SlimSkin, AbsorbSkin and IceSkin (collectively the
foregoing are referred to hereinafter as the Products).
to the terms of the agreement, we acquired the rights to further
develop, commercialize, market and distribute certain proprietary
inventions and know-how related to the Products. In exchange, we
agreed to the following terms and conditions: (i) the Parties
shall enter into Amendment No. 1 to the Arrangement Agreement, to
which, among other things, the term Termination Date will be
amended to mean May 31, 2017, or such later date as may be
mutually agreed to in writing by the Parties; and (ii) we agreed
to cancel various loans made to a Loan Agreement between us and
GTBC in the aggregate amount of $953,988.00CDN.
The foregoing summary of the terms of the Master Sublicense
Agreement and the Amendment No. 1 to the Arrangement Agreement,
is qualified in its entirety by the complete copy of the Master
Sublicense Agreement, as amended, and the Amendment No. 1 to the
Arrangement Agreement, as amended, which are attached here to as
exhibits, and are both incorporated by reference herein.
The original Arrangement Agreement was attached as Exhibit 10.1,
to our current report on Form 8-K, as filed with the Securities
and Exchange Commission (the SEC) on April 14, 2016, and is
incorporated by reference herein.
Page 2 of 27
The original Secured and Subordinated Loan Agreement was attached
as Exhibit 10.2, to our current report on Form 8-K, as filed with
the SEC on March 16, 2016, and is incorporated by reference
herein.
| ITEM 2.01 |
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS |
The information provided in Item 1.01 of this Current Report on
Form 8-K related to the aforementioned Master Sublicense
Agreement is incorporated by reference into this Item 2.01. We
have included the information that would be required if the
registrant were filing a general form for registration of
securities on Form 10, including a complete description of the
business and operations of the Company, such information can be
found under Item 5.06 of this Current Report.
| ITEM 5.06 | CHANGE IN SHELL COMPANY STATUS |
Upon entering into the Sublicense Agreement dated March 8, 2017
and the Garmatex Trademark Technology License Agreement dated
March 9, 2017, management has determined that our company ceased
to be a shell company as defined in Rule 12b-2 promulgated under
the Securities Exchange Act of 1934 because we believe we are now
able to fully exploit our intended business model.
Item 2.01(f) of Form 8-K states that if the registrant was a
shell company, such as the Company was immediately before
entering into the Master Sublicense Agreement, then the
registrant must disclose in a Current Report on Form 8-K the
information that would be required if the registrant were filing
a general form for registration of securities on Form 10.
Accordingly, this Report includes all of the information that
would be included in a Form 10. Please note that unless indicated
otherwise, the information provided below relates to us after the
Master Sublicense Agreement. Information relating to periods
prior to the date of the Master Sublicense Agreement only relate
to the party specifically indicated. The following information is
being provided with respect to the Company after giving effect to
the Master Sublicense Agreement to the requirements of Item 2.01
of Form 8-K and Form 10.
FORM 10 DISCLOSURE
| ITEM 1. | BUSINESS |
Our Corporate History and Background
We were incorporated under the laws of the State of Nevada on
April 9, 2014. Our fiscal year end is April 30. Following
incorporation, we commenced the business of a mineral exploration
company. On May 8, 2014, we incorporated our wholly-owned
subsidiary, ORC Exploration LLC, for the purposes of mineral
exploration. On May 20, 2014, we acquired an option to acquire a
50% legal and beneficial ownership interest in the Elizabeth
mineral claim, located in the Omineca Mining District in the
central part of the Province of British Columbia. Our initial
mining exploration program, which was scheduled to commence in
the second quarter of the fiscal year ending April 30, 2015, was
delayed until the fourth quarter due to forest fire concerns.
Due to a dearth of available financing options, which has
affected many junior mining companies in recent years, we
subsequently ran out of funds to proceed with our planned
exploration program. As a result, our management decided to seek
out other potential business operations and management skills for
the continuation of our business. In connection therewith,
effective June 8, 2015, our chief executive officer (CEO) and
sole director, Jose Montes, resigned all positions as an officer
and director of the Company, and we appointed Mike Gilliland to
serve as our sole officer and director. Effective March 14, 2016,
Mr. Gilliland resigned all positions as an officer and director
of our company, and we appointed Devon Loosdrecht to serve as our
sole officer and director.
On April 8, 2016, we entered into an arrangement agreement (the
Arrangement Agreement) with Garmatex Technologies, Inc. (GTBC), a
private company incorporated under the laws of the Province of
British Columbia, to which we agreed to acquire all of the
outstanding securities of GTBC in exchange for the issuance of
equivalent securities of our company by way of a statutory
arrangement (the Arrangement) under the Business Corporations
Act (British Columbia). The Arrangement Agreement contains
customary representations, warranties and conditions to closing.
The Arrangement Agreement contains customary representations,
warranties and conditions to closing. The closing of the
Arrangement Exchange (the Closing) would only occur once the
Company completes a name change, forward stock-split and was
provided with audited financial statements from Garmatex, with
such financial statements being prepared by an independent
accounting firm registered with the Public Company Accounting
Oversight Board (PCAOB).
Page 3 of 27
Effective August 15, 2016, we completed a merger with our
wholly-owned subsidiary, Garmatex Holdings. Ltd., a Nevada
corporation, which was incorporated solely to effect a change in
our name. As a result, we have changed our name from Oaxaca
Resources Corp. to Garmatex Holdings Ltd.. Also effective August
15, 2016, we effected a twelve and one-half to one forward stock
split of our authorized and issued and outstanding common stock.
As a result, our authorized capital of common stock increased
from 90,000,000 shares of common stock with a par value of $0.001
and 10,000,000 shares of preferred stock with a par value of
$0.001 to 1,125,000,000 shares of common stock with a par value
of $0.001 and 10,000,000 shares of preferred stock with a par
value of $0.001 and our previously outstanding 2,653,529 shares
of common stock increased to 33,169,113 shares of common stock
outstanding. There are no shares of preferred stock currently
outstanding. We changed our name and effected forward-split as
per the terms and conditions of the Arrangement Agreement.
As of the date of this report, and the Company and GTBC have
determined that it is in the best interest of both parties to
extend the term of the Arrangement Agreement, in order to allow
GTBC additional time to provide us with the requisite audited
financials as per the Arrangement Agreement.
Accordingly, we entered into and executed a non-exclusive
Sublicense Agreement dated March 8, 2017 and the Garmatex
Trademark Technology License Agreement dated March 9, 2017
(collectively, Master Sublicense Agreement) with Garmatex
Technologies, Inc. a company formed under the laws of the
Province of British Columbia, Canada (GTBC) whereby we were
granted various Intellectual Property Rights related to the
design, development and manufacturing of various
scientifically-engineered fabric technologies and performance
technologies; including a patented T3 design, Bact-Out, CoolSkin,
WarmSkin, Kottinu, ColdSkin, SteelSkin, Satinu, CamoSkin,
RecoverySkin, SlimSkin, AbsorbSkin and IceSkin (collectively the
foregoing are referred to hereinafter as the Licensed IP).
to the terms of the agreement, we acquired the rights to further
develop, commercialize, market and distribute certain proprietary
inventions and know-how related to the Products. In exchange, we
agreed to the following terms and conditions: (i) the Parties
shall enter into Amendment No. 1 to the Arrangement Agreement;
and (ii) we agreed to cancel various loans made to a Loan
Agreement between us and GTBC in the aggregate amount of
$953,988.00CDN.
Following the execution of the Master Sublicense Agreement and
the grant of the license thereunder related to the Licensed IP,
we are now able to fully implement our intended business plan and
plan of operations.
Our Business
We plan to provide performance fabric solutions in virtually
every sector that has textile applications. Our primary strategy
is to deploy our performance fabrics as a premium ingredient
brand, similar to Gore-Tex in the outerwear market, or akin to
Intel in the computer space. We believe that our future fabrics
will be superior in performance relative to current market
standards and have a wide range of applications in multiple
clothing and textile categories including, but not limited to,
sports apparel, medical, sleepwear, linens, undergarments,
military, designer wear, protective, industrial and first
responders.
Our business model is to co-develop fabric with manufacturers to
obtain exclusive licenses of technology and purchase fabric
technology to build on our technology portfolio. We plan to
commercialize these inventions by selling bolts of fabric
directly to retailers and wholesalers. We plan to control the
proprietary process of the technology for IP protection and do
not intend to own any manufacturing facilities, which will
effectively allow us to scale.
We are in the market to further acquire technologies from
inventors looking for a commercialization partner.
Page 4 of 27
Industry overview
In 2014, global exports for textiles and apparel totaled
approximately US$797 bn. Of that total, $314bn totaled textile
and world apparel totaled $483bn.
2014s worldwide use of fibers amounted to 90.1 million tonnes, up
by 4.4% . The sizeable acceleration in growth compared with a
rise of 1.5% in 2011 was realized despite persistent economic
uncertainties and still negative growth in the euro area.
The market size of 90.1 million tonnes corresponds with an
average per capita consumption of 12.7kg. 2014s growth rate of
4.4% succeeded to outperform the long-term growth rate of 2.8%
since 1970 and the short-term average annual growth of 3.5% since
the year 2000. The recent acceleration of fiber demand reflects
the impact of rapidly rising disposable incomes in populous
nations like the BRIC-countries.
The market trend has unabatedly shifted toward manmade fibers
that hold a 67% share at present, up from 54% in 2000. This trend
will continue the more as International Cotton Advisory Committee
expects negative impacts from the Chinese cotton policy and the
cost difference to polyester.
Increasing costs of production for cotton and a reduction of land
for cotton will slow growth and present more opportunities for
synthetic fibers to grow as a percentage of the market.
The most readily addressable consumer market segments for our
company are the sporting apparel and medical verticals, where
innovations in performance are critically needed.
Performance fabric and performance apparel market
segment
Due to the competitive nature of the sports world, within which
persists a constant need for extra advantage, performance-based
product has skyrocketed in sales in recent years and will
continue to see significant growth. Estimated at $150 billion
today, Allied Market Research forecasts the world sports apparel
market is expected to generate revenue of $184.6 billion by 2020.
Hospital linens and the medical segment
Hospital acquired infections are a major issue in hospitals and
care facilities. In the United States, the Centers for Disease
Control and Prevention estimated roughly 1.7 million
hospital-associated infections, from all types of microorganisms,
including bacteria and fungi combined, cause or contribute to
99,000 deaths each year. In Europe, where hospital surveys have
been conducted, the category of gram-negative infections are
estimated to account for two-thirds of the 25,000 deaths each
year. Nosocomial infections can cause severe pneumonia and
infections of the urinary tract, bloodstream and other parts of
the body. Many types are difficult to treat with antibiotics. In
addition, antibiotic resistance can complicate treatment. The
spread of infection through bacteria is something that can be
prevented with linens that stop bacteria growth.
Garmatexs Kottinu with the antimicrobial
properties of Bact-Out is poised to penetrate
the medical segment as an alternative to non-performing,
cotton-based materials or materials based on synthetics that are
more susceptible to harbouring microbial growths.
Kottinu linens wick away moisture and dry at a
faster rate in comparison to charged cotton sheets. Faster drying
times translate to energy savings in the laundering process.
Kottinu can extend the lifespan of the linen
because it is a synthetic fabric while cotton break down faster.
Minimal or no shrinkage, along with stain resistance, are also
attributes of synthetic fabrics which outperform cotton over time
and can lead to less product being taken out of circulation. With
its cotton-like feel Kottinu offers an aesthetic
appeal and comfort for linen users.
Competitive environment and competitive
strengths
The competitive environment is divided into two key categories.
1) Fabric mills that sell directly to manufacturers. These fabric
mills are identified by some of the following characteristics:
typically serve a geographic region, do not have consumer facing
technology, and are typically low cost producers. 2) Technology
providers like Gore-Tex, Invista and Lenzing brand their fibers
and sell their yarn directly to fabric mills, while ensuring that
their branding is consumer facing with hangtags, and they sell to
mills all over the world. In many instances, they are working
directly with the wholesaler/retailer whom then nominate their
technology to be used in their apparel or other finished good.
This second type of competitor closely resembles our competition.
Page 5 of 27
| Technology and Products |
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GTBC has coined and the term |
Moisture System Transference
(MST) is the process which provides moisture
management and at the core of our fabric technologies.
MST microfiber technology bundles very fine,
long-strand fibers called filaments to create performance
threads. The unique blend and configuration of GTBCs filaments
within the threads creates a greater surface area for moisture to
travel along. The specific knitting pattern increases the speed
of moisture movement through the fabric.
Bact-Out is GTBCs antimicrobial protocol used in
GTBCs performance fabrics. Third part ty tested fabrics with
Bact-Out showed a control of fungi gram
positive/gram negative bacteria up to 99.98% after 50 machine
washes. Bact-Out also helps to reduce the
ongoing problem of body odour transference into the fabrics.
GTBC offers several performance fabric and design innovations:
CoolSkin, Kottinu, ColdSkin, RecoverySkin, WarmSkin,
SteelSkin, T3 Technology, SlimSkin, AbsorbSkinTM,
IceSkinTM and SurfSkin.
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CoolSkin, GTBCs origin breakthrough |
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Kottinuprovides a remarkable ultra-soft, |
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ColdSkin uses a thermal reduction process |
Page 6 of 27
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RecoverySkin is primarily used for |
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WarmSkinincreases retention of the bodys |
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SteelSkin is a soft, pliable, woven, |
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The T3 patented design resulted from an |
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SlimSkin is a body-hugging fabric that |
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AbsorbSkinTM absorbs up to 6 |
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IceSkin is engineered through a |
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SurfSkin is a lightweight, woven fabric |
Sales and growth strategy
We intend to deploy our unique fabric and apparel design
technologies throughout multiple industry segments, especially
high-growth market segments: sports, medical, industrial,
life>
Emerging Growth Company Status
We are an emerging growth company as defined under the
Jumpstart our Business Startups Act (the JOBS
Act). We expect to remain an emerging growth company for
up to five years. As an emerging growth company, we may take
advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that
are not emerging growth companies, including, but not limited to:
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not being required to comply with the auditor attestation |
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reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and |
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exemptions from the requirements of holding a non-binding |
Employees
Our company is currently operated by Devon Loosdrecht, our CEO,
president, chief financial officer, treasurer and sole director.
We do not anticipate hiring employees in the near future. We
intend to employ CEO of GTBC to implement our intended business
plan and plan of operations.
| ITEM 1A. | RISK FACTORS |
You should carefully consider each of the risks and
uncertainties described below and elsewhere in this Current
Report on Form 8-K, as well as any amendments or updates
reflected in subsequent filings with the SEC. We believe
these risks and uncertainties, individually or in the
aggregate, could cause our actual results to differ materially
from expected and historical results and could materially and
adversely affect our business operations, results of operations,
financial condition and liquidity. Further, additional risks and
uncertainties not presently known to us or that we currently deem
immaterial may also impair our results and business
operations.
Page 7 of 27
Risks Associated with Our
Business
The fabric sale is a new operation of the Company
with a limited operating history and history of business, revenue
generation or production history.
The Company has never been engaged in the fabric sale. There
could be limited value to the current portfolio of technologies
and raise significant doubt about our commercial viability. Our
future operations are dependent upon many factors, including the
ability to create sales from its current portfolio of technology.
Operating results may fluctuate depending on a number
of factors which may cause the value of our shares to decrease
significantly.
Operating results may fluctuate as a result of a number of
factors, many of which will be outside of our control. As a
result of these fluctuations, financial planning and forecasting
may be more difficult and comparisons of operating results on a
period-to-period basis may not necessarily be meaningful. Our
business can be seasonal in nature, reflecting overall economic
conditions as well as client budgeting and buying patterns in the
textile and technical apparel industries. This may result in the
fluctuation of operating results. Further, the cyclicality and
seasonality of our business could become more pronounced and may
cause operating results to fluctuate more widely.
Additional funds for our planned operations will be
required.
We will need substantial funding for our planned operations. No
assurances can be given that we will be able to raise the
additional funding that will be required for such activities. To
meet such funding requirements, we will be required to undertake
additional equity financing, which would be dilutive to
shareholders. Debt financing, if available, may also involve
restrictions on financing and operating activities. There is no
assurance that additional financing will be available on terms
acceptable to us or at all. If we are unable to obtain additional
financing as needed, we will be required to reduce the scope of
our operations.
Third-party technology licenses may not continue to
be available to us in the future.
We will rely on certain technology that we license from GTBC.
These third-party technology licenses may not in the future be
available to us on commercially reasonable terms, or at all. The
loss of any of these technology licenses could result in delays
in performance of work until our company identifies, licenses and
integrates equivalent technology, and it may not be able to
identify, license or integrate any such equivalent technology in
a timely manner or at all. Any resulting delays in performance
could damage our reputation, which could materially adversely
affect our business, operating results or financial condition.
Others may assert intellectual property infringement
claims against us.
Infringement or misappropriation claims (or claims for
indemnification resulting from such claims) against us may be
asserted or prosecuted, regardless of their merit, and any such
assertions or prosecutions may adversely affect our business
and/or operating results. Irrespective of the validity or the
successful assertion of such claims, we would incur significant
costs and diversion of resources relating to the defense of such
claims, which could have an adverse effect on our business,
operating results or both.
If any claims or actions are asserted against us, we may seek to
obtain a license of a third-partys intellectual property rights;
however, under such circumstances such a license may not be
available on reasonable terms or at all. Any such litigation
could result in a material adverse effect on the business,
prospects and financial results of our company.
Page 8 of 27
Adverse economic conditions may have an adverse
effect on the business and financial results of our
company.
Textiles and garments may be considered discretionary items for
consumers. Factors affecting the level of consumer spending for
such discretionary items include general economic conditions,
particularly those in Canada and the United States, and other
factors such as consumer confidence in future economic
conditions, fears of recession, the availability of consumer
credit, level of unemployment, tax rates and the cost of consumer
credit. As global economic conditions continue to be volatile or
economic uncertainty remains, trends in consumer discretionary
spending also remain unpredictable. The current volatility in the
United States economy in particular has resulted in an overall
slowing in growth in the retail sector because of decreased
consumer spending, which may remain depressed for the foreseeable
future. These unfavorable economic conditions may lead consumers
to delay or reduce purchase of fabric products and therefore have
a material adverse effect on our financial condition.
Unpredictability of demand could negatively influence
our product offerings, plans operations and
strategies.
Our success depends on our ability to identify and originate
product trends as well as to anticipate and react to changing
consumer demands in a timely manner. All of our future products
are subject to changing consumer preferences that cannot be
predicted with certainty. If we are unable to introduce new
products or novel technologies in a timely manner or our new
products or technologies are not accepted by our customers, our
competitors may introduce similar products in a more timely
fashion, which could hurt our goal to be viewed as a leader in
performance fabric innovation. Our new products may not receive
consumer acceptance as consumer preferences could shift rapidly
to different types of performance fabrics or away from these
types of products altogether, and our future success depends in
part on our ability to anticipate and respond to these changes.
Failure to anticipate and respond in a timely manner to changing
consumer preferences could lead to, among other things, lower
sales and excess inventory levels. Even if we are successful in
anticipating consumer preferences, our failure to effectively
introduce new products that are accepted by consumers could
result in a decrease in net revenue and excess inventory levels,
which could have a material adverse effect on our financial
condition.
A growing competitive market in technologically
advanced textiles could affect our ability to gain market
share.
The market for performance textiles is highly competitive. It
includes increasing competition from established companies who
are expanding their production and marketing of performance
products, as well as from frequent new entrants to the market.
There can be no assurance that other companies with greater
financial and technological resources will not develop similar
scientifically advance fabric technologies similar to our
companys or with greater perceived benefits which would affect
our ability to compete successfully against existing competitors
or future entrants into the market.
Raw materials required in the manufacture of products
may be susceptible availability and pricing and quality
fluctuations and may adversely affect our financial
results.
Our business will rely on externally sourced raw materials in our
manufacturing operations, and will business with a broad range of
suppliers to ensure steady supplies of high-quality raw materials
at competitive prices. Many of the parts or materials used in
manufacturing of our textiles are anticipated to be made from
oil. If the price of crude oil rises, the purchase price of such
parts or materials may increase as well. Further, unanticipated
contingencies among these suppliers or if parts and materials
procured by these suppliers suffer from quality problems or are
in short supply, we may be forced to discontinue production. Such
events, if occurred, may adversely affect our financial position
and results of operations.
Brand leaders are slow to adopt new technologies and
the long business development cycle could delay the return on
investment of resources required to develop our
business.
Textile innovation for customized product development is a
collaborative effort between suppliers, our company and the
customer. All play a key role to ensure the functionality and
performance of the products are developed to meet the customers
specific technical textile requirements. Technological advances
in textiles are slow to be adopted by large multinational
companies and approvals must be had at many stages of the buying
process. As a result, the extended business development cycle and
delayed of return on investment may have an adverse effect our
financial condition.
Page 9 of 27
We Have Limited Resources For Marketing Of Our
Products And We May Not Be Able To Attract Sufficient Paying
Customers To Make Our Business Sustainable.
We have limited resources for marketing of our products. Our
future sales will depend in large part on our ability to attract
sufficient paying customers to make our business profitable and
sustainable. Also, we may not be able to attract and retain
personnel or be able to build an efficient and effective
marketing force, which could negatively impact sales of our
products, and reduce our revenues and profitability.
The Company’s Ability To Implement Its Business And
Marketing Strategy
The implementation of the Company’s business and marketing
strategy will depend on a number of factors. These include our
ability to (i) find and hire reliable and sufficiently skilled
third-party marketing personnel, (ii) make our products known and
establish a trusted brand to our potential end user customers,
(iii) establish a significant paying customer base, (iv) obtain
adequate financing on favorable terms in order to fund our
business, (v) maintain appropriate procedures, policies and
systems; (vi) hire, train and retain skilled employees, and (vii)
operate successfully and profitably within an environment of
increasing competition. The inability of the Company to manage
any or all of these factors could impair our ability to implement
our business strategy successfully, which could have a material
adverse effect on our business, financial condition and the
results of our operations.
Our Operating Results May Prove
Unpredictable
Our operating results are likely to fluctuate significantly in
the future due to a variety of factors, many of which we have no
control over. Factors that may cause our operating results to
fluctuate significantly include: the level of commercial
acceptance by the public of our products; fluctuations in the
demand for our products; the amount and timing of operating costs
and capital expenditures relating to the operation of and/or
expansion of our business, operations, infrastructure and general
economic conditions. If realized, any of these risks could have a
material adverse effect on our business, financial condition and
the results of operations.
The currentstate of capital markets,
particularly for small companies, is expected to reduce our
ability to obtain the financing necessary to continue our
business. If we cannot raise the funds that we need to continue
acquisitions and fund future business opportunities, we will go
out of business and investors will lose their entire investment
in our company.
Like other smaller companies, we face difficulties in raising
capital for our continued operations and to consummate a business
opportunity with a viable business. We may not be able to raise
money through the sale of our equity securities or through
borrowing funds on terms we find acceptable.
Because Devon Loosdrecht controls a large
percentage of our voting stock, he has the ability to influence
matters affecting our stockholders.
Devon Loosdrecht, our CEO, president, chief financial officer,
treasurer and sole director, owns over 50% of our common stock
and controls a majority of the votes attached to our outstanding
voting securities. As a result, he has the ability to influence
matters affecting our stockholders, including the election of
directors, the acquisition of assets, and the issuance of
securities. Because he controls a majority of votes, it would be
very difficult for investors to replace our management if they
disagree with the way our business is being operated. Because the
influence by Mr. Loosdrecht could result in management making
decisions that are in the best interest of Mr. Loosdrecht and not
in the best interest of the investors, you may lose some or all
of the value of your investment in our common stock.
Our Articles of Incorporation exculpates our officers
and directors from certain liability to our Company or our
stockholders.
Our Articles of Incorporation contain a provision limiting the
liability of our officers and directors for their acts or
failures to act, except for acts involving intentional
misconduct, fraud or a knowing violation of law. This limitation
on liability may reduce the likelihood of derivative litigation
against our officers and directors and may discourage or deter
our stockholders from suing our officers and directors based upon
breaches of their duties to our Company.
Page 10 of 27
Risks Relating to Ownership of Our Securities
Our stock price may be volatile, which may result in
losses to our shareholders.
The stock markets have experienced significant price and trading
volume fluctuations, and the market prices of companies listed on
the OTC Markets quotation system in which shares of our common
stock are traded, have been volatile in the past and have
experienced sharp share price and trading volume changes. The
trading price of our common stock is likely to be volatile and
could fluctuate widely in response to many factors, including the
following, some of which are beyond our control:
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changes in expectations of our future financial |
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changes in operating and stock price performance of other companies in our industry; |
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| future sales of our common stock. |
Domestic and international stock markets often experience
significant price and volume fluctuations. These fluctuations, as
well as general economic and political conditions unrelated to
our performance, may adversely affect the price of our common
stock.
Our common shares may become thinly traded and you
may be unable to sell at or near ask prices, or at
all.
We cannot predict the extent to which an active public market for
trading our common stock will be sustained. Although the trading
price of our common shares increased significantly recently, it
has historically been sporadically or thinly-traded meaning that
the number of persons interested in purchasing our common shares
at or near bid prices at certain given time may be relatively
small or non-existent.
This situation is attributable to a number of factors, including
the fact that we are a small company which is relatively unknown
to stock analysts, stock brokers, institutional investors and
others in the investment community who generate or influence
sales volume. Even if we came to the attention of such persons,
those persons tend to be risk-averse and may be reluctant to
follow, purchase, or recommend the purchase of shares of an
unproven company such as ours until such time as we become more
seasoned and viable. As a consequence, there may be periods of
several days or more when trading activity in our shares is
minimal or non-existent, as compared to a seasoned issuer which
has a large and steady volume of trading activity that will
generally support continuous sales without an adverse effect on
share price. We cannot give you any assurance that a broader or
more active public trading market for our common stock will
develop or be sustained, or that current trading levels will be
sustained.
The market price for our common stock is particularly
volatile given our status as a relatively small company, which
could lead to wide fluctuations in our share price. You may be
unable to sell your common stock at or above your purchase price
if at all, which may result in substantial losses to
you.
Shareholders should be aware that, according to SEC Release No.
34-29093, the market for penny stocks has suffered in recent
years from patterns of fraud and abuse. Such patterns include (1)
control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer;
(2) manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases; (3)
boiler room practices involving high-pressure sales tactics and
unrealistic price projections by inexperienced sales persons; (4)
excessive and undisclosed bid-ask differential and markups by
selling broker-dealers; and (5) the wholesale dumping of the same
securities by promoters and broker-dealers after prices have been
manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor
losses. Our management is aware of the abuses that have occurred
historically in the penny stock market. Although we do not expect
to be in a position to dictate the behavior of the market or of
broker-dealers who participate in the market, management will
strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our
securities. The occurrence of these patterns or practices could
increase the volatility of our share price.
Page 11 of 27
We do not anticipate paying any cash dividends to our
common shareholders.
We presently do not anticipate that we will pay dividends on any
of our common stock in the foreseeable future. If payment of
dividends does occur at some point in the future, it would be
contingent upon our revenues and earnings, if any, capital
requirements, and general financial condition. The payment of any
common stock dividends will be within the discretion of our Board
of Directors. We presently intend to retain all earnings after
paying the interest for the preferred stock, if any, to implement
our business plan; accordingly, we do not anticipate the
declaration of any dividends for common stock in the foreseeable
future.
Volatility in our common share price may subject us
to securities litigation.
The market for our common stock is characterized by significant
price volatility as compared to seasoned issuers, and we expect
that our share price will continue to be more volatile than a
seasoned issuer for the indefinite future. In the past,
plaintiffs have often initiated securities class action
litigation against a company following periods of volatility in
the market price of its securities. We may, in the future, be the
target of similar litigation. Securities litigation could result
in substantial costs and liabilities and could divert managements
attention and resources.
The elimination of monetary liability against our
directors, officers and employees under Nevada law and the
existence of indemnification rights of our directors, officers
and employees may result in substantial expenditures by our
company and may discourage lawsuits against our directors,
officers and employees.
Our Articles of Incorporation contains a specific provision that
eliminates the liability of our directors and officers for
monetary damages to our company and shareholders. Further, we are
prepared to give such indemnification to our directors and
officers to the extent provided for by Nevada law. The foregoing
indemnification obligations could result in our company incurring
substantial expenditures to cover the cost of settlement or
damage awards against directors and officers, which we may be
unable to recoup. These provisions and resultant costs may also
discourage our company from bringing a lawsuit against directors
and officers for breaches of their fiduciary duties, and may
similarly discourage the filing of derivative litigation by our
shareholders against our directors and officers even though such
actions, if successful, might otherwise benefit our company and
shareholders.
Our business is subject to changing regulations
related to corporate governance and public disclosure that have
increased both our costs and the risk of
noncompliance.
Because our common stock is publicly traded, we are subject to
certain rules and regulations of federal, state and financial
market exchange entities charged with the protection of investors
and the oversight of companies whose securities are publicly
traded. These entities, including the Public Company Accounting
Oversight Board, the SEC and FINRA, have issued requirements and
regulations and continue to develop additional regulations and
requirements in response to corporate scandals and laws enacted
by Congress, most notably the Sarbanes-Oxley Act of 2002. Our
efforts to comply with these regulations have resulted in, and
are likely to continue resulting in, increased general and
administrative expenses and diversion of management time and
attention from revenue-generating activities to compliance
activities. Because new and modified laws, regulations and
standards are subject to varying interpretations in many cases
due to their lack of specificity, their application in practice
may evolve over time as new guidance is provided by regulatory
and governing bodies. This evolution may result in continuing
uncertainty regarding compliance matters and additional costs
necessitated by ongoing revisions to our disclosure and
governance practices.
Page 12 of 27
| ITEM 2. | FINANCIAL INFORMATION |
MANAGEMENTS DISCUSSION AND ANALYSIS
Overview
We were incorporated under the laws of the State of Nevada on
April 9, 2014. Following incorporation, we commenced the business
of a mineral exploration company. However, as we were unable to
raise sufficient funds to pursue our exploration program, we are
now seeking new business opportunities with established business
entities to effect a merger or other form of business combination
with our company. We anticipate that any new acquisition or
business opportunity that we may be party to will require
additional financing. There can be no assurance, however, that we
will be able to acquire the financing necessary to enable us to
pursue our plan of operation and enter into such an agreement. If
our company requires additional financing and we are unable to
obtain such funds, our business will fail.
Results of Operations for the Years Ended April 30, 2016
and 2015
We generated no revenues for the years April 30, 2016 and 2015.
We do not expect to generate revenues until we have established a
new business plan and operations and successfully implemented
such business plan.
We incurred operating expenses of $52,628 for the year ended
April 30, 2016, compared with operating expenses of $51,493 for
the year ended April 30, 2015. The most significant changes in
operating expenses comprised the following: audit and accounting
fees increased to $25,358 (2015 – $15,680); consulting fees
decreased to $nil (2015 – $12,050); legal fees increased to
$23,618 (2015 – $11,650); office expenses decreased to $500 (2015
– $3,000); mineral property acquisition costs decreased to $nil
(2015 – $2,000); and transfer and filing fees decreased to $3,005
(2015 – $5,508). The difference between periods was attributable
to the cessation of mineral exploration activities, the changing
of directors and officers, and increased legal fees associated
with the evaluation of new business opportunities, including the
proposed Arrangement with Garmatex.
We incurred other expenses of $2,180 for the year ended April 30,
2016, as compared to $1,479 for the year ended April 30, 2015.
Our other expenses for 2016 consisted solely of interest expense
of $2,180 (2015-$1,479). Interest expense for 2016 and 2015
included $2,180 and $1,479, respectively, to reflect the interest
accrued on promissory notes issued during the periods.
We incurred a net loss of $54,808 for the year ended April 30,
2016, as compared with a net loss of $52,972 for the prior year.
Results of Operations for the Three and Six months ended
October 31, 2016.
We generated no revenues for the six months ending October 31,
2016 and 2015. We do not expect to generate revenues until we
have established a new business plan and operations and
successfully implemented such business plan.
Three months ended October 31, 2016 compared to three
months ended October 31, 2015
We incurred operating expenses of $42,111 for the three months
ended October 31, 2016, compared with operating expenses of
$9,786 for the three months ended October 31, 2015. The most
significant changes in operating expenses comprised of foreign
exchange of $13,510 (2015 – $nil) and filing fees of $9,630 (2015
– $610). The difference between periods was attributable to the
foreign exchange on promissory notes received from Garmatex
Technologies in the aggregate amount of CDN$68,802 (US$51,322),
the issuing of common shares through subscription agreements, and
increased filing fees due to the merger, name change, forward
split, and annual filings with SEDAR.
Page 13 of 27
We incurred other income (expenses) of $5,286 for the three
months ended October 31, 2016, as compared to ($502) for the
three months ended October 31, 2015. Our other expenses consisted
of interest expense of $616 (2015-$502) and interest income of
$5,902 (2015 – $nil). Interest expense for 2016 and 2015 included
$616 and $502, respectively, to reflect the interest accrued on
promissory notes issued during the periods.
We incurred a net loss of $36,825 for the three months ended
October 31, 2016, as compared with a net loss of $10,288 for the
prior year three-month period.
Six months ended October 31, 2016 compared to six
months ended October 31, 2015
We incurred operating expenses of $76,081 for the six months
ended October 31, 2016, compared with operating expenses of
$27,107 for the six months ended October 31, 2015. The most
significant changes in operating expenses comprised of consulting
fees of $16,253 (2015 – $nil) and foreign exchange of $19,422
(2015 – $3). The difference between periods was mostly
attributable to a one-time fee for a mining consultants firm as
well as the addition of monthly consulting fees to the President
of the Company which were not present in the prior comparable
period. The difference is also attributable to the foreign
exchange on promissory notes received from Garmatex Technologies
in the aggregate amount of CDN$589,859 (US$409,662), the issuing
of common shares through subscription agreements, and increased
filing fees due to the merger, name change, forward split, and
annual filings with SEDAR.
We incurred other income (expenses) of $9,478 for the six months
ended October 31, 2016, as compared to ($981) for the six months
ended October 31, 2015. Our other expenses consisted of interest
expense of $1,231 (2015-$981) and interest income of $10,709
(2015 – $nil). Interest expense for 2016 and 2015 included $1,231
and $981, respectively, to reflect the interest accrued on
promissory notes issued during the periods.
We incurred a net loss of $66,603 for the six months ended
October 31, 2016, as compared with a net loss of $28,088 for the
prior year six-month period.
Liquidity and Capital Resources
As of April 30, 2016
As of April 30, 2016, we had cash of $51 (2015-$58) and working
capital of $(7,949) (2015 – $3,481 working capital deficit).
Operating Activities
Operating activities used $13,707 in cash for the year ended
April 30, 2016 as compared to $48,245 for the prior year ended
April 30, 2015. The increase in cash was attributable to the
capital contribution received per the indemnity agreement on the
sale of common stock.
Investing Activities
Investing activities used cash of $nil for the year ended April
30, 2016 as compared to $1,150 for the year ended April 30, 2015.
Financing Activities
Financing activities provided cash of $13,700 for the year ended
April 30, 2016, as compared to $14,000 for the year ended April
30, 2015, comprised of $13,700 in proceeds from notes payable.
Page 14 of 27
As of October 31, 2016
As of October 31, 2016, we had total current assets of $500,556,
consisting of cash in the amount of $409 and due from related
party notes of $500,147. We had current liabilities of $7,678 as
of October 31, 2016. Accordingly, we had working capital of
$492,878 as of October 31, 2016.
Operating Activities
Operating activities used $31,863 in cash for the six months
ended October 31, 2016 as compared to $11,139 used for the prior
six months ended October 31, 2015. The decrease in cash was
attributable to the increase in net loss and increase to interest
receivable.
Investing Activities
Investing activities used cash of $182,310 for the six months
ended October 31, 2016 as compared to $nil for the six months
ended October 31, 2015. The increase in the use of cash was due
to the advance of funds to Garmatex Technologies.
Financing Activities
Financing activities provided cash of $214,531 for the six months
ended October 31, 2016, as compared to $11,200 for the six months
ended October 31, 2015, which comprised of $214,531 in funds
received for common stock in the Company and $11,200 in related
and third party borrowings in 2015.
Based upon our current financial condition, we do not expect to
have sufficient cash to operate our business at the current level
for the next twelve months. We intend to fund future operations
through new business sales and debt and/or equity financing
arrangements, which may be insufficient to fund expenditures or
other cash requirements. We plan to seek additional financing in
a private equity offering to secure funding for operations. There
can be no assurance that we will be successful in raising
additional funding. If we are not able to secure additional
funding, the implementation of our future business plan will be
impaired. There can be no assurance that such additional
financing will be available to us on acceptable terms or at all.
Going Concern
Our financial statements have been prepared assuming that we will
continue as a going concern which contemplates the realization of
assets and satisfaction of liabilities in the normal course of
business. We have incurred cumulative losses of $175,871 through
October 31, 2016, expect to incur further losses in the
development of our new business and have been dependent on
funding operations through the issuance of convertible debt and
private sale of equity securities. These conditions raise
substantial doubt about our ability to continue as a going
concern. Managements plans include continuing to finance
operations through the private or public placement of debt and/or
equity securities and the reduction of expenditures. However, no
assurance can be given at this time as to whether we will be able
to achieve these objectives.
We have no established source of revenue. This has raised
substantial doubt for our auditors about our ability to continue
as a going concern. Without realization of additional capital, it
would be unlikely for us to continue as a going concern.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements that have, or are
reasonably likely to have, a current or future effect on our
financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures
or capital resources that is material to our stockholders.
Page 15 of 27
Contractual Obligations
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.
Selected Financial Data
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.
Quantitative and Qualitative Disclosures About Market
Risk
We are a smaller reporting company as defined by Rule 12b-2 of
the Securities Exchange Act of 1934 and are not required to
provide the information under this item.
| ITEM 3. | PROPERTIES |
Our principal executive offices are located at 7458 Allison
Place, Chilliwack, British Columbia, Canada. The office is
currently provided to us at no cost by Devon Loosdrecht, our CEO,
president, chief financial officer, treasurer and sole director.
We believe our current premises are adequate for our current
limited operations and we do not anticipate that we will require
any additional premises in the foreseeable future. We anticipate
that we will continue to utilize these premises so long as the
space requirements of our company do not require a larger
facility. We do not own any real property.
| ITEM 4. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
The following table sets forth certain information concerning the
number of shares of our common stock owned beneficially as of the
date of this Current Report by: (i) each of our directors; (ii)
each of our executive officers; and (iii) each person or group
known by us to beneficially own more than 5% of our issued and
outstanding shares of common stock. Unless otherwise indicated,
the shareholders listed below possess sole voting and investment
power with respect to the shares they own.
| Amount of | |||
| Title of | Name and address of | beneficial | Percent |
| class | beneficial owner | ownership | of class |
| Common | Devon Loosdrecht | 1,320,000 | 49.7% |
| 7458 Allison Place | |||
| Chilliwack, British Columbia, Canada | |||
| Common |
Total all executive officers and directors (one person) |
1,320,000 | 49.7% |
| Common | Other 5% Shareholders | ||
| None |
As used in this table, beneficial ownership means the sole or
shared power to vote, or to direct the voting of, a security, or
the sole or shared investment power with respect to a security
(i.e., the power to dispose of, or to direct the disposition of,
a security). In addition, for purposes of this table, a person is
deemed, as of any date, to have beneficial ownership of any
security that such person has the right to acquire within 60 days
after such date.
The person named above has full voting and investment power with
respect to the shares indicated. Under the rules of the SEC, a
person (or group of persons) is deemed to be a beneficial owner
of a security if he or she, directly or indirectly, has or shares
the power to vote or to direct the voting of such security, or
the power to dispose of or to direct the disposition of such
security. Accordingly, more than one person may be deemed to be a
beneficial owner of the same security. A person is also deemed to
be a beneficial owner of any security, which that person has the
right to acquire within 60 days, such as options or warrants to
purchase our common stock.
Page 16 of 27
Changes in Control
We are unaware of any contract or other arrangement the operation
of which may at a subsequent date result in a change in control
of our company.
| ITEM 5. | DIRECTORS AND EXECUTIVE OFFICERS |
Identification of Executive Officers and Directors of
the Company
The following table contains information with respect to our
current executive officers and directors:
| Name | Age | Principal Positions with Us | ||
|
President, Treasurer, Chief Executive Officer, Chief Financial Officer |
||||
| Devon Loosdrecht | 31 | Secretary and sole Director |
The following is a brief account of the education and business
experience of our sole director and officer during the past five
years, indicating his principal occupation during the period, and
the name and principal business of the organizations by which he
was employed:
Devon Loosdrecht
Since 2008, Mr. Loosdrecht has been the Business-to-Business
Sales Consultant for Meadow Valley Meats in Chilliwack, British
Columbia. In that role Mr. Loosdrecht conducts market research
and analysis to deliver customized solutions aligned with daily,
weekly and monthly targets, establishes and maintains strategic
relations with clients to identify needs, discusses requirements
and handles negotiations on payment terms, including credit and
limits. Mr. Loosdrecht also served as the special project
coordinator for Meadow Valley Meats from January 2007 and
September 2008, in which role he contributed to multiple
divisions to ensure production compliance with health and safety
guidelines determined by local health authorities, managed
equipment controls in terms of adherence to Health Canada
guidelines and delivered supervision and guidance to production
staff and equipment to align with critical control points. Mr.
Loosdrecht holds a Bachelors of Business Administration degree
from the University of the Fraser Valley, Business
Administration, located in Abbotsford, British Columbia. Mr.
Loosdrecht has not been a director or officer of any reporting
company during the last five years.
Directors
Our bylaws authorize no less than one (1) director and no more
than thirteen (13) directors. We currently have one director.
Term of Office
Each director of the Company serves for a term of one year and
until his successor is elected and qualified at the next Annual
Shareholders Meeting, or until his death, resignation or removal.
Each officer of the Company serves for a term of one year and
until his successor is elected and qualified at a meeting of the
Board of Directors.
Significant Employees
None.
Family Relationships
There are no family relationships among the Companys officers,
directors or persons nominated for such positions.
Page 17 of 27
Involvement in Certain Legal Proceedings
During the past ten years no director, executive officer,
promoter or control person of the Company has been involved in
the following:
| (1) |
A petition under the Federal bankruptcy laws or any state |
|
| (2) |
Such person was convicted in a criminal proceeding or is a |
|
| (3) |
Such person was the subject of any order, judgment, or |
| i. |
Acting as a futures commission merchant, introducing |
|
| ii. |
Engaging in any type of business practice; or |
|
| iii. |
Engaging in any activity in connection with the purchase or |
| (4) |
Such person was the subject of any order, judgment or |
|
| (5) |
Such person was found by a court of competent jurisdiction |
|
| (6) |
Such person was found by a court of competent jurisdiction |
|
| (7) |
Such person was the subject of, or a party to, any Federal |
| i. |
Any Federal or State securities or commodities law or |
|
| ii. |
Any law or regulation respecting financial institutions or |
Page 18 of 27
| iii. |
Any law or regulation prohibiting mail or wire fraud or |
| (8) |
Such person was the subject of, or a party to, any sanction |
Code of Ethics
The Company has not adopted any formal Code of Ethics.
Committees of the Board of Directors
The Company does not presently have a separately designated
standing audit committee, compensation committee, nominating
committee, executive committee or any other committees of our
Board of Directors. The functions of those committees are
undertaken by our Board of Directors
Audit Committee
The Company has not established a separately designated standing
audit committee. However, the Company intends to establish a new
audit committee of the Board of Directors that shall consist of
independent directors. The audit committees duties will be to
recommend to the Companys board of directors the engagement of an
independent registered public accounting firm to audit the
Companys financial statements and to review the Companys
accounting and auditing principles. The audit committee will
review the scope, timing and fees for the annual audit and the
results of audit examinations performed by the internal auditors
and independent registered public accounting firm, including
their recommendations to improve the system of accounting and
internal controls. The audit committee shall at all times be
composed exclusively of directors who are, in the opinion of the
Companys board of directors, free from any relationship which
would interfere with the exercise of independent judgment as a
committee member and who possess an understanding of financial
statements and generally accepted accounting principles.
| ITEM 6. | EXECUTIVE COMPENSATION |
The particulars of compensation paid to the following persons:
| (a) |
all individuals serving as our principal executive officer |
|
| (b) |
each of our two most highly compensated executive officers |
|
| (c) |
up to two additional individuals for whom disclosure would |
who we will collectively refer to as named executive officers,
for all services rendered in all capacities to our company for
the years ended April 30, 2016 and 2015, are set out in the
following table:
| SUMMARY COMPENSATION TABLE | |||||||||
| Non-Equity | Nonqualified | ||||||||
| Name and | Stock | Option | Incentive Plan | Deferred | All Other | ||||
| principal | Salary | Bonus | Awards | Awards | Compensation | Compensation | Compensation | Total | |
| position | Year | ($) | ($) | ($) | ($) | ($) | Earnings ($) | ($) | ($) |
| Devon Loosdrecht(1) | |||||||||
| President, CEO, Chief Financial | 2016 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Officer, Treasurer, Secretary and | 2015 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Director | |||||||||
| Keith Gracy(2) | |||||||||
| Former Secretary | 2016 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| 2015 | 0 | 0 | 0 | 0 | 0 | 0 | |||
| Mike Gilliland(2) | |||||||||
| Former President, CEO, Chief | 2016 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Financial Officer, Secretary, | 2015 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Treasurer and Director | |||||||||
| Jose Montes(3) | |||||||||
| Former President, CEO, Chief Financial | 2016 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Officer, Secretary, Treasurer and | 2015 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Director | |||||||||
Page 19 of 27
| (1) |
Mr. Loosdrecht was appointed to all positions effective |
| (2) |
Mr. Gracey resigned as Secretary effective Feb 27, 2017. |
| (3) |
Mr. Gilliland was appointed to all positions effective June |
| (4) |
Mr. Montes was appointed to all positions at incorporation |
Narrative Disclosure to Summary Compensation
Table
We have not paid any compensation to any of our directors or
officers, nor do we have any arrangements or plans in which we
provide pension, retirement or similar benefits for directors or
executive officers. Our directors and executive officers may
receive stock options at the discretion of our board of directors
in the future. We do not have any material bonus or profit
sharing plans to which cash or non-cash compensation is or may be
paid to our directors or executive officers, except that stock
options may be granted at the discretion of our board from time
to time.
Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide retirement
or similar benefits for our directors or executive officers.
Resignation, Retirement, Other Termination, or Change in
Control Arrangements
We have no contract, agreement, plan or arrangement, whether
written or unwritten, that provides for payments to our directors
or executive officers at, following, or in connection with the
resignation, retirement or other termination of our directors or
executive officers, or a change in control of our company or a
change in our directors or executive officers responsibilities
following a change in control.
Outstanding Equity Awards at Fiscal Year-End
As at April 30, 2016, we had not adopted any equity compensation
plan and no stock, options or other equity securities were
awarded to our executive officers during the year ended April 30,
2016.
Compensation of Directors
We have no formal plan for compensating our directors for their
services as directors. Our directors are entitled to
reimbursement for reasonable travel and other out-of-pocket
expenses incurred in connection with attendance at meetings of
our board of directors.
Page 20 of 27
| ITEM 7. |
CERTAIN RELATIONSHIPSANDRELATEDPARTYTRANSACTIONS,AND DIRECTOR INDEPENDENCE |
Related Party Transactions
Other than as disclosed below, none of the following parties has,
since incorporation, had any material interest, direct or
indirect, in any transaction with us or in any presently proposed
transaction that has or will materially affect us:
| (i) |
any of our directors or officers; |
|
| (ii) |
any person proposed as a nominee for election as a |
|
| (iii) |
any person who beneficially owns, directly or indirectly, |
|
| (iv) |
any of our promoters; and |
|
| (v) |
any member of the immediate family (including spouse, |
| 1. |
On April 30, 2014 our founder, former president, CEO, CFO, |
| 2. |
2. On April 28, 2014, Mr. Montes loaned us $22,000 which is |
| 3. |
On October 28, 2014, Mr. Montes loaned us $5,000 which is |
| 4. |
On May 15, 2015, Mr. Montes returned 480,000 shares of |
| 5. |
On June 2, 2015, AutoHouse Technologies Inc. |
| 6. |
On June 8, 2015, AutoHouse loaned our company $1,500 and we |
| 7. |
On September 11, 2015, AutoHouse loaned our company $100 |
| 8. |
On March 14, 2016, Mr. Montes, a majority shareholder, |
| 9. |
On April 22, 2016, the Company received a promissory note |
Director Independence
For purposes of determining director independence, we have
applied the definitions set out in NASDAQ Rule 5605(a)(2). The
OTCBB on which shares of the Companys Common Stock are quoted
does not have any director independence requirements. The NASDAQ
definition of Independent Director means a person other than an
Executive Officer or employee or any other individual having a
relationship, which, in the opinion of the Board of Directors,
would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director.
Page 21 of 27
According to the NASDAQ definition, we have no independent
directors.
Review, Approval or Ratification of Transactions with
Related Persons
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 8. | LEGAL PROCEEDINGS |
We know of no material, existing or pending legal proceedings
against the Company, nor is the Company involved as a plaintiff
in any material proceeding or pending litigation. There are no
proceedings in which directors, officers or any affiliates, or
any registered or beneficial shareholders, of the Company is an
adverse party or has a material interest adverse to the interests
of the Company.
| ITEM 9. |
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS |
Market Price and Dividends
Our common stock is currently quoted on the OTC Pink operated by
the OTC Markets Group, under the symbol GRMX. To date, limited
trading has occurred in our stock. We have never declared or paid
any cash dividends on our common stock nor do we intend to do so
in the foreseeable future. Any future determination to pay cash
dividends will be at the discretion of our board of directors and
will depend upon our financial condition, operating results,
capital requirements, any applicable contractual restrictions and
such other factors as our board of directors deems relevant.
Re-Purchase of Equity Securities
None.
Securities Authorized for Issuance under Equity
Compensation Plan
None.
| ITEM 10. | RECENT SALES OF UNREGISTERED SECURITIES |
We closed an issue of 1,800,000 pre-split shares of common stock
on April 30, 2014 to Mr. Jose Montes, our former president, CEO,
CFO, and director. Mr. Montes acquired these shares in exchange
for $13,500 at a price of $0.0075 per pre-split share. These
shares were issued to Section 4(a)(2) of the Securities Act of
1933 and are restricted shares as defined in the Securities Act.
We did not engage in any general solicitation or advertising.
On June 3, 2016, we sold 100,000 units at CAD$5.00 per unit for
gross proceeds of CAD$500,000 to five purchasers. Each unit was
comprised of one pre-split share of common stock of the Company
and one-half of one non-transferable common stock purchase
warrant, and each whole common stock purchase warrant entitles
the holder thereof to purchase one additional pre-split share of
common stock of the Company at a price of US$7.50 per share for
two years. The Company relied on the exemption from registration
under the U.S. Securities Act of 1933, as amended provided by
Regulation S with respect to the purchasers based on
representations and warranties provided by the purchasers of the
units in their respective subscription agreements entered into
between the Company and each of the purchasers.
Page 22 of 27
On July 17, 2016, we sold 10,000 units at CAD$5.00 per unit for
gross proceeds of CAD$50,000 to one purchaser. Each unit was
comprised of one pre-split share of common stock of the Company
and one-half of one non-transferable common stock purchase
warrant, and each whole common stock purchase warrant entitles
the holder thereof to purchase one additional pre-split share of
common stock of the Company at a price of CAD$7.50 per share for
two years. The Company relied on the exemption from registration
under the U.S. Securities Act of 1933, as amended provided by
Regulation S with respect to the purchasers based on
representations and warranties provided by the purchasers of the
units in their respective subscription agreements entered into
between the Company and each of the purchasers.
On July 28, 2016, we sold 23,529 units at USD$4.25 per unit for
gross proceeds of USD$100,000 to one purchaser. Each unit was
comprised of one pre-split share of common stock of the Company
and one-half of one non-transferable common stock purchase
warrant, and each whole common stock purchase warrant entitles
the holder thereof to purchase one additional pre-split share of
common stock of the Company at a price of US$7.50 per share for
two years. The Company relied on the exemption from registration
under the U.S. Securities Act of 1933, as amended provided by
Regulation S with respect to the purchasers based on
representations and warranties provided by the purchasers of the
units in their respective subscription agreements entered into
between the Company and each of the purchasers.
On October 3, 2016, we sold 223,529 units at USD$0.34 per unit
for gross proceeds of USD$76,000 to one purchaser. Each unit was
comprised of one share of common stock of the Company and
one-half of one non-transferable common stock purchase warrant,
and each whole common stock purchase warrant entitles the holder
thereof to purchase one additional share of common stock of the
Company at a price of US$0.60 per share for two years. The
Company relied on the exemption from registration under the U.S.
Securities Act of 1933, as amended provided by Regulation S with
respect to the purchasers based on representations and warranties
provided by the purchasers of the units in their respective
subscription agreements entered into between the Company and each
of the purchasers.
On November 22, 2016, we sold 2,000,000 units at USD$0.05 per
unit for gross proceeds of USD$100,000 to two purchasers. Each
unit was comprised of one share of common stock of the Company
and one-half of one non-transferable common stock purchase
warrant, and each whole common stock purchase warrant entitles
the holder thereof to purchase one additional share of common
stock of the Company at a price of US$0.60 per share for two
years. The Company relied on the exemption from registration
under the U.S. Securities Act of 1933, as amended provided by
Regulation S with respect to the purchasers based on
representations and warranties provided by the purchasers of the
units in their respective subscription agreements entered into
between the Company and each of the purchasers.
On February 17, 2017, we sold 161,765 units at USD$0.34 per unit
for gross proceeds of USD$55,000 to two purchasers. Each unit was
comprised of one share of common stock of the Company and
one-half of one non-transferable common stock purchase warrant,
and each whole common stock purchase warrant entitles the holder
thereof to purchase one additional share of common stock of the
Company at a price of US$0.60 per share for two years. The
Company relied on the exemption from registration under the U.S.
Securities Act of 1933, as amended provided by Regulation S with
respect to the purchasers based on representations and warranties
provided by the purchasers of the units in their respective
subscription agreements entered into between the Company and each
of the purchasers.
| ITEM 11. | DESCRIPTION OF THE REGISTRANTS SECURITIES |
Common Stock
Our Articles of Incorporation authorize us to issue 1,125,000,000
shares of common stock, par value $0.001. As of the date of this
Current Report 35,392,641 shares of our common stock were issued
and outstanding and we have zero shares of our common stock
reserved for options, warrants and other commitments.
Preferred Stock
Our Articles of Incorporation authorize us to issue 10,000,000
shares of preferred stock; no shares of preferred stock have been
issued.
Page 23 of 27
Voting Rights
Except as otherwise required by law or as may be provided by the
resolutions of the Board of Directors authorizing the issuance of
preferred stock, all rights to vote and all voting power shall be
vested in the holders of common stock. Each share of common stock
shall entitle the holder thereof to one vote.
No Cumulative Voting
Except as may be provided by the resolutions of the Board of
Directors authorizing the issuance of preferred stock, cumulative
voting by any shareholder is expressly denied.
Rights upon Liquidation, Dissolution or Winding-Up of
the Company
Upon any liquidation, dissolution or winding-up of the
corporation, whether voluntary or involuntary, the remaining net
assets of the Company shall be distributed pro rata to the
holders of the common stock.
We refer you to our Articles of Incorporation, any amendments
thereto, Bylaws, and the applicable provisions of the Nevada
Revised Statutes for a more complete description of the rights
and liabilities of holders of our securities.
| ITEM 12. | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
Section 78.138 of the NRS provides that a director or officer
will not be individually liable unless it is proven that (i) the
directors or officers acts or omissions constituted a breach of
his or her fiduciary duties, and (ii) such breach involved
intentional misconduct, fraud or a knowing violation of the law.
Section 78.7502 of NRS permits a company to indemnify its
directors and officers against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred in
connection with a threatened, pending or completed action, suit
or proceeding if the officer or director (i) is not liable to NRS
78.138 or (ii) acted in good faith and in a manner the officer or
director reasonably believed to be in or not opposed to the best
interests of the corporation and, if a criminal action or
proceeding, had no reasonable cause to believe the conduct of the
officer or director was unlawful.
Section 78.751 of NRS permits a Nevada company to indemnify its
officers and directors against expenses incurred by them in
defending a civil or criminal action, suit or proceeding as they
are incurred and in advance of final disposition thereof, upon
receipt of an undertaking by or on behalf of the officer or
director to repay the amount if it is ultimately determined by a
court of competent jurisdiction that such officer or director is
not entitled to be indemnified by the company. Section 78.751 of
NRS further permits the company to grant its directors and
officers additional rights of indemnification under its articles
of incorporation or bylaws or otherwise.
Section 78.752 of NRS provides that a Nevada company may purchase
and maintain insurance or make other financial arrangements on
behalf of any person who is or was a director, officer, employee
or agent of the company, or is or was serving at the request of
the company as a director, officer, employee or agent of another
company, partnership, joint venture, trust or other enterprise,
for any liability asserted against him and liability and expenses
incurred by him in his capacity as a director, officer, employee
or agent, or arising out of his status as such, whether or not
the company has the authority to indemnify him against such
liability and expenses.
Our Articles of Incorporation provide that no director or officer
of our company will be personally liable to our company or any of
its stockholders for damages for breach of fiduciary duty as a
director or officer; provided, however, that the foregoing
provision shall not eliminate or limit the liability of a
director or officer (i) for acts or omissions which involve
intentional misconduct, fraud or knowing violation of law, or
(ii) the unlawful payment of dividends. In addition, our bylaws
permit for the indemnification and insurance provisions in
Chapter 78 of the NRS.
Page 24 of 27
Insofar as indemnification by us for liabilities arising under
the Securities Act may be permitted to our directors, officers or
persons controlling our company to provisions of our articles of
incorporation and bylaws, or otherwise, we have been advised that
in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification by
such director, officer or controlling person of us in the
successful defense of any action, suit or proceeding is asserted
by such director, officer or controlling person in connection
with the securities being offered, we will, unless in the opinion
of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by us is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
At the present time, there is no pending litigation or proceeding
involving a director, officer, employee or other agent of ours in
which indemnification would be required or permitted. We are not
aware of any threatened litigation or proceeding, which may
result in a claim for such indemnification.
Further, in the normal course of business, we may have in our
contracts indemnification clauses, written as either mutual where
each party will indemnify, defend, and hold each other harmless
against losses arising from a breach of representations or
covenants, or out of intellectual property infringement or other
claims made against certain parties; or single where we have
agreed to hold certain parties harmless against losses etc.
| ITEM 13. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
The information provided below in Item 9.01 of this Current
Report on Form 8-K is incorporated by reference into this Item
13.
| ITEM 14. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON |
On May 15, 2015, we dismissed DeJoya Griffith, LLC (the Former
Accountant) as our independent auditor. Also on May 15, 2015, we
appointed Malone Bailey LLP (the New Accountant) as our new
independent registered public accounting firm.
The Former Accountants audit reports on the financial statements
for our fiscal year ended April 30, 2014 contained no adverse
opinion or disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope or accounting principles,
with exception of uncertainty regarding our ability to continue
as a going concern.
During the fiscal year ended April 30, 2014, and through the
subsequent periods ended May 15, 2015, there were no
disagreements (as such term is defined in Item 304 of Regulation
S-K) with the Former Accountant on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements if not resolved
to the satisfaction of the Former Accountant would have caused
them to make reference thereto in their reports on the financial
statements for such periods.
During the fiscal year ended April 30, 2014, and through the
subsequent periods ended May 15, 2015, there were the following
reportable events (as such term is defined in Item 304 of
Regulation S-K). As disclosed in Part I, Item 4 of the Companys
Form 10-Q for the quarterly period ended January 31, 2015, the
Companys management determined that the Companys internal
controls over financial reporting were not effective as of the
end of such period due to the existence of material weaknesses
related to the following:
Material weaknesses exist in the segregation of duties required
for effective controls and various reconciliation and control
procedures not regularly performed due to the lack of staff and
resources.
These material weaknesses have not been remediated as of the date
of this Current Report on Form 8-K.
Other than as disclosed above, there were no reportable events
during the fiscal year ended April 30, 2014, and through the
subsequent periods ended May 15, 2015.
Page 25 of 27
Prior to retaining the New Accountant, we did not consult with
the New Accountant regarding either: (i) the application of
accounting principles to a specified transaction, either
contemplated or proposed, or the type of audit opinion that might
be rendered on the Companys financial statements; or (ii) any
matter that was the subject of a disagreement or a reportable
event (as those terms are defined in Item 304 of Regulation S-K).
| ITEM 15. | FINANCIAL STATEMENTS AND EXHIBITS |
The information provided below in Item 9.01 of this Current
Report on Form 8-K is incorporated by reference into this Item
15.
END OF FORM 10 DISCLOSURE
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
In accordance with Item 9.01(a), our audited financial statements
for the years ended April 30, 2016 and 2015, as well as unaudited
financial statements for the period ended October 31, 2016, were
filed with the SEC on From 10-K and 10-Q on August 10, 2016 and
December 12, 2016, respectively.
(d) Exhibits. The following exhibits
are either filed as a part hereof or are incorporated by
reference. Exhibit numbers correspond to the numbering system in
Item 601 of Regulation S-K.
| Exhibit | ||
| Number | Description of Exhibit | Filing |
| 3.01 | Articles of Incorporation |
Filed with the SEC on June 20, 2014, as part of our Registration Statement on Form S-1. |
| 3.02 | Articles of Merger |
Filed with the SEC on August 16, 2016, as part of our Current Report on Form 8-K. |
| 3.03 | Bylaws |
Filed with the SEC on June 20, 2014, as part of our Registration Statement on Form S-1. |
| 10.01 |
Sublicense Agreement dated March 8, 2017between the Company and Garmatex Technologies, Inc. |
Filed herewith. |
| 10.02 |
Amendment No. 1 to the Arrangement Agreement between the Company and Garmatex Technologies, Inc. |
Filed herewith. |
| 10.03 |
Garmatex Trademark Technology License Agreement dated March 9, 2017 between the Company and Garmatex Technologies, Inc. |
Filed herewith. |
| 10.04 |
Settlement Agreement and General Mutual Release dated March 2017 between the Company and Garmatex Technologies, Inc. |
Filed herewith. |
| 10.05 |
Assignment Agreement dated March 9, 2017 by and among Garmatex Technologies, Inc., Garmatex, Inc. and the Company |
Filed herewith. |
| 10.06 |
Amendment and Termination Agreement dated March 9, 2017 by and among Garmatex Technologies, Inc., Garmatex, Inc. and the Company |
Filed herewith. |
| 99.1 | Audited Financial Statements |
Filed as Exhibits to the Compamys Form 10- K for the period ended April 30, 2016, filed with the SEC August 10, 2016 |
| 99.2 | Unaudited Financial Statements |
Filed as Exhibits to the Compamys Form 10- Q for the period ended October 31, 2016, filed with the SEC on December 12, 2016 |
| 99.3 | Press release dated March 15, 2017 | Filed herewith. |
Page 26 of 27
About GARMATEX HOLDINGS LTD. (OTCMKTS:GRMX)
Garmatex Holdings Ltd., formerly Oaxaca Resources Corp. is a development-stage company. The Company is seeking new business opportunities with established business entities to effect a merger or other form of business combination with the Company. The Company’s subsidiary, ORC Exploration LLC, was formed for the purpose of acquiring and developing mineral properties. The Company has no revenue. GARMATEX HOLDINGS LTD. (OTCMKTS:GRMX) Recent Trading Information
GARMATEX HOLDINGS LTD. (OTCMKTS:GRMX) closed its last trading session down -0.040 at 0.680 with 2,030,901 shares trading hands.