UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-Q

 

 

 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended November 30, 2016

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

 

For the transition period from:

 

Commission file number: 000-54567

 

VINCOMPASS CORP.

 

(Exact name of small business issuer in its charter)

 

Wyoming   80-0552115
(State or other jurisdiction of
incorporation or organization) 		  (I.R.S. Employer
Identification No.)
     
795 Folsom Street, 1 st Floor, San Francisco, CA   94107
(Address of principal executive offices)   (Zip Code)

 

Issuer’s telephone number: (415) 817-9955

 

Securities Registered Under Section 12(b) of the Exchange Act: None

 

Securities Registered Under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value

(Title of class)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes [  ] 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 (§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). [X] Yes [X] No [  ] (Not required)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer [  ] Accelerated Filer [  ]  
         
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 [X] No

 

As of January 17, 2017 , there were 43,948,966 shares of the registrant’s $0.001 par value common stock issued and outstanding.

 

 

 

 
 

 

VINCOMPASS CORP.

TABLE OF CONTENTS

 

      Page
       
PART I.   FINANCIAL INFORMATION
     
ITEM 1.   FINANCIAL STATEMENTS (UNAUDITED) F-1
       
ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3
       
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 6
       
ITEM 4.   CONTROLS AND PROCEDURES 6
       
PART II.   OTHER INFORMATION
       
ITEM 1.   LEGAL PROCEEDINGS 7
       
ITEM 1A.   RISK FACTORS 7
       
ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 7
       
ITEM 3.   DEFAULTS UPON SENIOR SECURITIES 8
       
ITEM 4.   MINE SAFETY DISCLOSURES 8
       
ITEM 5.   OTHER INFORMATION 8
       
ITEM 6.   EXHIBITS 8

 

Special Note Regarding Forward-Looking Statements

 

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of VinCompass Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

* Please note that throughout this Quarterly Report, and unless otherwise noted, the words “we,” “our,” “us,” the “Company,” “VCPS,” or “VinCompass” refers to VinCompass Corp.

 

2  
 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

INDEX F-1
   
Consolidated Balance Sheets as of November 30, 2016 and February 29, 2016 (Unaudited) F-2
   
Consolidated Statements of Operations for the Three and Nine Months Ended November 30, 2016 and 2015 (Unaudited) F-3
   

Consolidated Statements of Cash Flows for the Nine Months November 30, 2016 and 2015 (Unaudited)

F-4
   
Notes to the Financial Statements (Unaudited) F-5

 

F- 1  
 

 

VinCompass Corp.

Consolidated Balance Sheets

(Unaudited)

 

    30-Nov-16     29-Feb-16  
             
ASSETS                
                 
Current Assets                
Cash   $ 45,124     $ 43,680  
Total Current Assets     45,124       43,680  
                 
TOTAL ASSETS   $ 45,124     $ 43,680  
                 
LIABILITIES & STOCKHOLDER’S DEFICIT                
                 
Current Liabilities                
Accounts payable and accrued liabilities   $ 92,628     $ 93,406  
Accounts payable to related party     118,198       74,959  
Deferred Payroll     186,000       96,000  
Short term debt - related party     158,283       116,160  
Convertible note payable, net of discount of $28,952 and $0, respectively     250,328       -  
                 
Total Current Liabilities     805,437       380,525  
                 
Total Liabilities   $ 805,437     $ 380,525  
Shareholder’s Deficit                
Preferred Stock, $0.001 par value; 2,000,000 authorized; 1,000,000 shares issued and outstanding   $ 1,000     $ 1,000  
Common Stock, $0.001 par value; 400,000,000 shares authorized; 43,948,966 and 43,702,017 Shares issued and outstanding, respectively     43,949       43,702  
Additional Paid-in Capital     1,853,522       1,674,578  
Accumulated Deficit     (2,658,784 )     (2,056,125 )
                 
Total Stockholders’ Deficit     (760,313 )     (336,845 )
                 
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT   $ 45,124     $ 43,680  

 

See accompanying notes to unaudited financial statements.

 

F- 2  
 

 

VinCompass Corp.

Consolidated Statements of Operations

(Unaudited)

 

    For the     For the     For the     For the  
    3 Months Ended     3 Months Ended     9 Months Ended     9 Months Ended  
    30-Nov-16     30-Nov-15     30-Nov-16     30-Nov-15  
                         
General and Administrative Expenses   $ 187,127     $ 90,356     $   414,136     $ 252,346  
                                 
Sales & Marketing Expenses     45,548       28,417       177,674       92,541  
                                 
Total Operating Expenses     232,675       118,773       591,810       344,887  
Interest Expenses     3,197               10,849          
Net Loss   $ 235,872     $ 118,773     $ 602,659     $ 344,887  
                                 
Basic and diluted loss per share   $ (0.01 )   $ (0.02 )   $ (0.01 )   $ (0.07 )
                                 
Weighted Average number of shares                                
outstanding – Basic and Diluted     43,880,078       5,200,000       43,784,282       5,200,000  

 

See accompanying notes to unaudited financial statements.

 

F- 3  
 

 

VinCompass Corp.

Consolidated Statement of Cash Flows

(Unaudited)

 

    For the     For the  
    9 Months Ended     9 Months Ended  
    30-Nov-16     30-Nov-15  
CASH FLOWS FROM OPERATING ACTIVITIES                
Net loss   $ (602,659 )   $ (344,887 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Amortization of debt discount     5,328          
Stock based Compensation     99,691       -  
Changes in operating assets and liabilities:                
Accounts payable to related party     43,239       38,590  
Deferred payroll     90,000       72,000  
Accounts Payable and accrued expenses     (778 )     87,604  
CASH FLOWS USED IN OPERATING ACTIVITIES:   $ (365,179 )   $ (146,693 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Borrowings from Related Party     43,123          
Repayment of Related Party debt     (1,000 )        
Proceeds on sale of Stock     79,500       81,160  
Proceeds from subscription receivable     -       25,000  
Proceeds from convertible note     245,000       -  
CASH PROVIDED BY FINANCING ACTIVITIES   $ 366,623     $ 106,160  
NET CHANGE IN CASH     1,444       (40,553 )
Cash at beginning of reporting period     43,680       55,570  
Cash at end of reporting period   $ 45,124     $ 15,037  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:                
                 
Cash paid during the period                
Interest     -       -  
Income taxes     -       -  

 

See accompanying notes to unaudited financial statements.

 

F- 4  
 

 

VINCOMPASS CORP .

Notes to the Consolidated Financial Statements

(Unaudited)

 

Note 1. General Organization and Business

 

VinCompass Corp. (Formerly known as Tiger Jiujiang Mining, Inc.), entered into a Share Exchange Agreement with VinCompass, whereby VinCompass Corp. exchanged 60.0% of its outstanding shares of common stock for 100% of the outstanding shares of VinCompass common stock. As of January 14, 2016 (the “Closing Date”), VinCompass will operate as a wholly owned subsidiary of VinCompass Corp.

 

As of January 17, 2016, VinCompass Corp had 400,000,000 and 2,000,000 shares of common stock and preferred stock authorized, respectively, of which 17,500,000 and 1,000,000 were issued and outstanding, respectively. As a result of the Share Exchange Agreement, each outstanding share of VinCompass common stock was transferred, conveyed and delivered to VinCompass Corp. in exchange for 26,000000 newly-issued shares of common stock of VinCompass Corp. The 1,000,000 shares of preferred stock were held by VinCompass management as of closing date.

 

The Merger will be accounted for as a “reverse merger” and recapitalization since, immediately following the completion of the transaction, the holders of VinCompass’s stock will have effective control of VinCompass Corp. In addition, VinCompass will have control of the combined entity through control of the Board by designating all board seats to be held by the existing board of VinCompass Corp. Additionally, all of VinCompass’s officers and senior executive positions will continue on as management of the combined entity after consummation of the Merger. For accounting purposes, VinCompass will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of VinCompass Corp. Accordingly, VinCompass assets, liabilities and results of operations will become the historical financial statements of the registrant, and VinCompass’s assets, liabilities and results of operations will be consolidated with VinCompass Corp effective as of the date of the closing of the Merger. No step-up in basis or intangible assets or goodwill will be recorded in this transaction. VinCompass received $2,202 cash and assumed $114,327 liabilities upon execution of the reverse merger.

 

On December 14, 2015, FINRA approved the Corporate Name Change, Symbol Change, and the Forward Split took effect on December 15, 2015 for Tiger Jiujiang Mining Corp. The Forward Split shares are payable upon surrender of certificates to the Company’s transfer agent. Accordingly, the Company’s symbol will change to TIGYD to reflect the Forward Split and Symbol Change and twenty (20) business days thereafter, the “D” will be removed and the symbol will change to VCPS.

 

Note 2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited consolidated interim financial statements of VinCompass Corp 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, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of 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 financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2016 as reported on Form 10-K have been omitted.

 

Embedded Conversion Features

 

The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features.

 

F- 5  
 

 

Note 3. Going Concern

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

 

The Company had accumulated deficits of $2,658,784 at November 30, 2016 and $2,056,125 at February 29, 2016. It had net losses of $602,659 for the nine months ended November 30, 2016. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

While the Company is attempting to increase operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. The Company will continue to pursue additional equity and/or debt financing while managing cash flows from operations in an effort to provide funds to meet its obligations on a timely basis and to support future business development. There is no assurance that these efforts will be successful. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise the additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plans and generate additional revenues.

 

The financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may result should the Company be unable to continue as a going concern.

 

Note 4. Common Stock

 

During the nine months ended November 30, 2016, the Company issued 147,574 shares for services to third parties. The fair value of the shares is determined to be $99,691 using the market price upon issuance.

 

During the previous quarter ended August 31, 2016, third party shareholders subscribed for 99,375 shares for which they paid $0.80 per share- at total of $79,500 as at August 31, 2016 the date such issues were approved by the board.

 

Note 5. Related Party Transactions

 

As of November 30, 2016 and February 29, 2016, the amounts due to the majority shareholder and a director bear no interest and with no stated repayment terms; the Company recorded no imputed interest on these borrowings. These loans arose from payments made on behalf of the Company, including by private credit cards and was advanced as follows:

 

    30-Nov-16     29-Feb-16  
Accounts payable to related party   $ 118,198     $ 74,959  
Deferred Payroll     186,000       96,000  
Short term debt - Related Party     158,283       116,160  
    $ 462,481     $ 287,119  

 

Note 6. Convertible notes.

 

The following table summarized the convertible notes as of November 30, 2016:

 

Note #     Loan date   Maturity Date   Convertible Date   Interest    

Loan

Principal

    Original Issue Discount     Discount Amortization     Net Balance  
1     7/7/16   7/7/17   1/7/17     10 %   $ 33,500     $ (3,500 )   $ 1,400     $ 31,400  
2     8/15/16   8/15/17   2/15/17     10 %     33,500       (3,500 )     1,026       31,026  
3     9/28/16   9/28/17   4 /5/17     10 %     73,500       (8,500 )     1,467       66,467  
4     10/20/16   10/20/19   4/20/17     0 %     60,000       (10,000 )     374       50,374  
5     10/28/16   7/28/17   4/28/17     10 %     78,780       (8,780 )     1,061       71,061  
Total                         $ 279,280     $ (34,280 )   $ 5,328     $ 250,328  

 

These notes become convertible six months after the dates of agreement at a variable conversion price.

 

The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features.

 

As of November 30, 2016, the Company concluded there is no derivative or beneficial conversion feature associates with these notes.

 

END NOTES TO FINANCIALS

 

F- 6  
 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Cautionary Statement Regarding Forward-Looking Statements

 

The following Management’s Discussion and Analysis should be read in conjunction with VinCompass Corp. financial statements and the related notes thereto. The Management’s Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Report on Form 10-Q. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report on Form 10-Q.

 

As used in this quarterly report, the terms “we”, “us”, “our”, and “Company” shall mean “VinCompass” where events are referenced.

 

Our financial statements are stated in United States Dollars (“USD” or “US$” or “$”) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common shares” refer to the common shares in our capital stock.

 

THE FOLLOWING ANALYSIS OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION FOR THE THREE-MONTH PERIOD ENDING MAY 31, 2016, SHOULD BE READ IN CONJUNCTION WITH THE CORPORATION’S FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-Q AND IN OUR ANNUAL REPORT FILED ON FORM 10-K ON MAY 20, 2016.

 

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report, particularly in the section entitled “Risk Factors”.

 

We are a development stage company and have not generated material revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

As a result of Closing the Share Exchange Agreement as filed with the Commission on November 25, 2015 in the Company’s current report on Form 8-K, the registrant is no longer a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

 

We were incorporated in the State of Wyoming on January 20, 2010, as Tiger Jiujiang Mining, Inc. and established a fiscal year end of February 28. Our statutory registered agent’s office is located at 1620 Central Avenue, Suite 202, Cheyenne, Wyoming 82001 and our business office is located at 795 Folsom Street, 1 st Floor, San Francisco, CA. Our telephone number is 415-817-9955.

 

On November 22, 2015, the Company, then under the name Tiger Jiujiang Mining, Inc., a Wyoming corporation (the “Company”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with VinCompass Corp., a California corporation (“VinCompass”), the shareholders of VinCompass (the “VinCompass Shareholders”), and the controlling stockholders of the Company (by unanimous vote) (the “Tiger Controlling Stockholders”). Pursuant to the Share Exchange Agreement, the Company acquired 5,200,000 (100%) shares of common stock of VinCompass from the VinCompass Shareholders (the “VinCompass Shares”) and in exchange issued 26,000,000 (59.77%) restricted shares of its common stock to the VinCompass Shareholders (the “Tiger Shares”). As a result of the Share Exchange Agreement, VinCompass became a wholly-owned subsidiary of the Company upon closing and the Company now carries on the business of VinCompass as its primary business. The Share Exchange Agreement contains customary representations, warranties and conditions to closing. The closing of the Share Exchange Agreement (the “Closing”) occurred on January 14, 2016 (the “Closing Date”).

 

3  
 

 

As a result of the Share Exchange Agreement:

 

(a) each outstanding VinCompass Share was cancelled, extinguished and converted into and became the right to receive a pro rata portion of the Tiger Shares which equaled the number of VinCompass Shares held by each VinCompass Shareholder multiplied by the exchange ratio of 5(the “Exchange Ratio”). Based on the Exchange Ratio, as a result of the Share Exchange Agreement, the VinCompass Shareholders own a total of 26,000,000 restricted shares of common stock of the Company; and

 

(b) Pursuant to the Share Exchange Agreement, Ya-Ping irrevocably canceled a total of 25,000,000 restricted shares of common stock of the Company.

 

As a result of the Share Exchange Agreement, the VinCompass Shareholders own a total of 26,000,000 restricted shares of the Company, which represents 59.77% of our issued and outstanding shares of common stock. The Share Exchange Agreement is being accounted for as a “reverse acquisition,” as the VinCompass Shareholders own a majority of the outstanding shares of the Company’s capital stock immediately following the Closing of the Share Exchange Agreement. Accordingly, VinCompass is deemed to be the acquirer in the reverse acquisition. After the Closing of the Share Exchange Agreement, the Board of Directors and management of the Company are comprised of VinCompass’s management team and the operations of VinCompass are the continuing operations of the Company.

 

BUSINESS

 

VinCompass™ is an eCommerce platform built on patent pending technology that takes the guess work out of the wine buying equation for the consumer. We have multiple revenue streams focused on providing curated wine through our wine club, direct purchases via our App and private label wines with the majority of the revenue realized as recurring wine subscriptions. Our intelligent software platform determines an individual’s VinPrint™ (wine DNA preference) so consumers can purchase wine that meets their profile with alluring value and availability.

 

Our Proposed Exploration Program – Plan of Operation – Results of Operations

 

Wine buying is a daunting task and for the average consumer, there has been no means to easily select wines to enjoy and cellar that matches preferences for taste and price. To help fill this void, a plethora of wine clubs have popped up on the internet which have failed to address this problem. The clubs push wine that provide them with the greatest margin rather than address the needs of the consumer. As a result the membership renewals and reorder rates are well below those of other consumer product based clubs.

 

The solution is VinCompass™…. a full-service personalized wine curator and eCommerce platform. Our wine club will provide members only wines that meet their individual VinPrint™ and at price levels determined by the consumer, providing enhanced membership renewals and reorder rates.

 

The Opportunity

 

Unlike the numerous .com wine sites and Apps that target retail wine enthusiasts looking to purchase wine, VinCompass™ addresses the unmet need to uniquely pair taste and budget. With mobile devices now enabling 100’s of millions of consumers to instantly fulfill their interests in music, sports, news and reading, VinCompass™ is poised to become the mobile app-enabled cloud service for consumers to discover, archive, socialize and acquire curated wines thus creating new opportunities to monetize the fast growing $1B$+/month e-wine marketplace.

 

For vineyards, it can be difficult and expensive to reach would-be customers. Unlike wine superstores who fail to connect boutique growers with the palate of discriminating drinkers, VinCompass™ employs a unique, patent-pending “VinPrint™” to create a digital blue print of an individual’s’ wine preferences and then match those preferences with an inventory of more than 1 million wines and the wine lists of more than 10,000 restaurants. VinCompass™ creates a personalized one-to-one relationship with life-long customers that growers otherwise would not otherwise be able to establish and cultivate to scale.

 

For wine lovers, the rise of such unprecedented access may result in too many choices; Restaurant lists can seem like a set of encyclopedias with too many different value options. Regardless of wine knowledge, choosing wine can be intimidating or time consuming. The VinCompass™ mobile app quickly presents a list of nearby restaurants, whose wine lists they can peruse before even walking in the door. Before the sommelier hands over the wine list, VinCompass™ will help select the ideal bottle based on wine tastes, budget and food preferences.

 

4  
 

 

Our Brand and Products

 

App – VinCompass™ in the apple iTunes™ and Google Play™

Web Site – eComm portal for Wine

 

Business Model

 

Both recurring and on-demand revenue in Wine eComm

 

● Recurring revenue generated from wine club & freemium subscriptions (akin to Amazon’s Prime)
   
● On-demand revenue generated from Virtual Vineyard, Private Label, Individually Branded, and Charity wines.
   
● Engagement with an App beginning with discovery in the restaurant
   
● Business Intelligence recurring revenue; Information and Insights for Restaurants and Wineries

 

Business Strategy

 

Invitation Only Model – We employ a complete Social graph network and full attribution for all members. Social as Members can invite other members to join and drive the social aspect.

 

Social Media Partnerships - We will service communities that have high affinity to wine consumers. These Partnerships get the advantage of providing significant benefit’s to their community that is not generally available. The members of VinCompass generally save about 16% on wine spend and yet enjoy wine more by 14% on average thanks to the Patent Pending Recommendation Engine. As well as ultimately enjoying a curated wine via eComm for consumption outside of the Restaurants.

 

Results of Operations

 

The Company had net losses of $235,872 and $118,773 for the three months ended November 30, 2016 and 2015. It had net losses of $602,659 and $344,887 for the nine months ended November 30, 2016 and 2015.

 

    For the     For the     For the     For the  
    3 Months Ended     3 Months Ended     9 Months Ended     9 Months Ended  
    30-Nov-16     30-Nov-15     30-Nov-16     30-Nov-15  
                         
General and Administrative Expenses   $ 187,127     $ 90,356     $   414,136     $ 252,346  
                                 
Sales & Marketing Expenses     45,548       28,417       177,674       92,541  
                                 
Total Operating Expenses     232,675       118,773       591,810       344,887  
Interest Expenses     3,197       -       10,849       -  
Net Loss   $ 235,872     $ 118,773     $ 602,659     $ 344,887  

 

There was no gross revenue for the three and nine months ended November 30, 2016 and 2015.

 

GENERAL & ADMINISTRATIVE EXPENSES: $187,127 for the three months ended November 30, 2016, while $90,356 was spent in the same period ended November 30, 2015. For the nine months $414,136 was expended in total on general & administrative expenses, while $252,346 was spent in the same period ended November 30, 2015. Included under general & administrative there are the Development Expenses, that include consulting, design fees, salaries, and other development fees of $96,859 and $44,574 for the three months ended November 30, 2016 and 2015, $252,326 and $155,875 for the nine months ended November 30, 2016 and 2015 respectively.

 

SALES & MARKETING EXPENSES: $45,548 was expended on the promotion of the Company’s products for future sales matters for the three months ended November 30, 2016, while $28,417 was spent in the three months ended November 30, 2015. For the nine months ended November 30, 2016, a total of $177,674 was spent compared with $92,541 in the same nine month period in 2015.

 

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Plan of Operation

 

As of November 30, 2016 and February 29, 2016, we had a deficit of $760,313 and $336,845 in working capital.

 

Over the balance of the current fiscal year we intend to seek financing for the ongoing development of the VinCompass business plan and to further develop our business model. We will need to raise sufficient additional capital for the work plus for our administrative operations and working capital through the sale of equity shares in the form of a private placement or public offering, loans or advances from officers or directors or others or convertible debentures.

 

We do not expect any changes or hiring of employees since contracts are given to consultants and sub-contractor specialists in specific fields of expertise. We do not expect to purchase or sell any plant or significant equipment. We intend to lease or rent any equipment that we will need in order to carry out our business plan development.

 

Presently, our revenues are not sufficient to meet operating and capital expenses. We have incurred operating losses since inception, and this is likely to continue through fiscal 2016-2017. Management projects that we will require a total of up to $750,000 to fund ongoing operating expenses and working capital requirements for the next twelve months. Management is looking to secure up to $5,000,000 in new capital.

 

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended February 28, 2016, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our former independent auditors. Our issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

 

There are no assurances that we will be able to obtain further funds required for continued long term operations. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our obligations as they become due.

 

Liquidity and Capital Resources

 

As of November 30, 2016, we have yet to generate any revenues from operations.

 

As of November 30, 2016, our total assets, consisting entirely of cash, amounted to $45,124 while total current liabilities were $805,437. Our working capital deficit was $760,313 as of November 30, 2016.

 

Net Cash Used in Operating Activities

 

During the nine-month period ended November 30, 2016, $365,179 of cash was used in operating activites.

 

Cash Flow from Financing Activities

 

During the nine-month periods ended November 30, 2016, $366,623 of cash was provided by financing activities.

 

Other

 

During the quarter ended November 31, 2016, the Company allocated 69,653 shares, to be issued in lieu of fees paid to third parties. The fair value of the shares is determined to be $13,931 using $0.20 per share, which the market price at November 30, 2016.

 

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 are not required to provide the information under this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a) Evaluation of Disclosure Controls and Procedures.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods and 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.

 

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Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

 

(b) Changes in Internal Controls over Financial Reporting.

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

 

The Company is not required by current SEC rules to include, and does not include, an auditor’s attestation report. The Company’s registered public accounting firm has not attested to Management’s reports on the Company’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.

 

The Corporation is and has not been party to any legal proceedings in the quarter under review and we know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

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

 

During the three months ended November 30, 2016:

 

During the quarter ended November 31, 2016, the Company allocated 69,653 shares, to be issued in lieu of fees paid to third parties. The fair value of the shares is determined to be $13,931 using $0.20 per share, which the market price at November 30, 2016

 

On September 28, 2016, the Company executed a convertible Promissory note for $73,500.00. The note bears an interest rate of 10% per annum and is due by September 28, 2017. On October 20, 2016, the Company executed a convertible Promissory note for $60,000.00. This 36 month note bears an interest rate of 10% per annum and is due September 28, 2019. On October 28, 2016, the Company executed a further convertible Promissory note for $78,780.00. This 10 month note bears an interest rate of 10% per annum and is due July 28, 20179.

 

These notes become convertible six months after the dates of agreement at a conversion price that equals 58% of the average of the lowest 3 Trading Prices for the Common Stock during the 20 Trading Day prior to such Conversion Date)

 

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Subsequent to the three months ended November 30, 2016:

 

There were no subsequent events up to the date of this report.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

N/A.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

Exhibit

Number

  Description of Exhibit  
31.01   Certification of Principal Executive Officer Pursuant to Rule 13a-14 Filed herewith.
31.02   Certification of Principal Financial Officer Pursuant to Rule 13a-14 Filed herewith.
32.01   CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Filed herewith.
32.02   CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Filed herewith.
101.INS*   XBRL Instance Document Filed herewith.
101.SCH*   XBRL Taxonomy Extension Schema Document Filed herewith.
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith.
101.LAB*   XBRL Taxonomy Extension Labels Linkbase Document Filed herewith.
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith.
101.DEF*   XBRL Taxonomy Extension Definition Linkbase Document Filed herewith.

 

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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  VINCOMPASS CORP.
     
Date: January 17, 2017 By: /s/ Peter Lachapelle
  Name: Peter Lachapelle
  Title: Chief Executive Officer and Director

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Date: January 17, 2017 By: /s/ Peter Lachapelle
  Name: Peter Lachapelle
  Title: Chief Executive Officer and Director

 

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