The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Notes to the Condensed Consolidated Financial Statements
July 31, 2016
(Unaudited)
NOTE 1 - BACKGROUND INFORMATION
Organization and Business
West Coast Ventures Group Corp. (our, us, we or the Company) was incorporated on June 16, 2011 in the State of Nevada for the purpose of developing, producing, and selling instructional tennis videos to the global tennis community
Since April 30, 2015 the Company has focused on investing in and acquiring technology companies within the United States and abroad, as well as, discovering existing synergies that offer the opportunity to expand the companys footprint in order to create revenues and profits. Through its wholly-owned subsidiary, GameRevz, Inc. ("GameRevz") the company has focused on the US based, online video gaming and entertainment industry.
On February 4, 2016, Energizer Tennis, Corp. filed Articles of Merger with the Nevada Secretary of State whereby it entered into a statutory merger with its wholly-owned subsidiary, West Coast Ventures Group Corp. The effect of such merger is that the Company was the surviving entity and changed its name to West Coast Ventures Group Corp.
On December 31, 2016, our board of directors approved a change in our company's fiscal year end, moving from April 30 to December 31 of each year.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Companys Annual Report on Form 10-K, for the year ended April 30, 2016, as filed with the SEC on May 12, 2017.
Principles of Consolidation
The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiary, GameRevz, Inc., a Nevada corporation. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not
8
previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates. The Companys most significant estimates relate to the valuation of its intangible assets and the valuation of its common stock.
Stock-Based Compensation
ASC 718, "Compensation - Stock Compensation," prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity - Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
Stock-based compensation for the three months ended July 31, 2016 and 2015 was $282,678 and $0, respectively.
Recent Accounting Pronouncements
There were no other new accounting pronouncements during the three months ended July 31, 2016 that we believe would have a material impact on our financial position or results of operations.
NOTE 3 - GOING CONCERN
The Companys financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of July 31, 2016, the Company does not have products available for sale or have established an ongoing source of revenue. As a result, the Company has a net loss, negative operating cash flow, and an accumulated deficit. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
Managements plan to obtain such resources for the Company include, obtaining loans from management and stockholders to meet its minimal operating expenses and raising equity funding, and/or merging with another company. The Company plans a merger pursuant to certain closing conditions, with Nixon Restaurant Group, Inc. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.
There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
9
NOTE 4 INTANGIBLES
As of July 31, 2016 and April 30, 2016, intangibles consisted of:
|
|
|
|
|
|
|
July 31,
|
|
April 30,
|
|
|
2016
|
|
2016
|
Viralpwnage.com
|
|
$
89,792
|
|
$
89,792
|
Less accumulated amortization
|
84,141
|
|
83,333
|
Intangibles, net
|
|
$
5,651
|
|
$
6,459
|
The intangible assets are amortized over an estimated useful life of 3 years. Amortization expenses were $808 and $0 for the three months ended July 31, 2016 and 2015, respectively. We determined the implied fair value of intangibles was substantially below the carrying value being reported. Accordingly, we recognized an impairment loss of $160,208, for the year ended April 30, 2016. No impairment of intangibles was recognized for the three months ended July 31, 2016.
NOTE 5 NOTES PAYABLE
Promissory Notes
During the three months ended July 31, 2016, unrelated parties advanced funds in the amount of $11,040 to fund operations and provide working capital. Unpaid balances are due on demand and accrue an annual interest rate of 5%. During the year ended April 30, 2016, the Company acknowledged and agreed to issue the convertible note of $51,221 for payment of principal on the Promissory note of $51,221 (note 6).
As of July 31, 2016 and April 30, 2016, the promissory notes totaled $25,751 and $14,711, respectively.
During the three months ended July 31, 2016 and 2015, the interest expense was $184 and $419, respectively. As of July 31, 2016 and April 30, 2016, accrued interest was $1,867 and $1,683, respectively.
Note Payable
The Company had the following note payable outstanding as of July 31, 2016 and April 30, 2016:
|
|
|
|
|
|
|
July 31,
|
|
April 30,
|
|
|
2016
|
|
2016
|
Note dated April 30, 2015, to Warwick Overseas, LLC, interest at 5%, due in two installments of $125,000 at the end of each year, term of two years
|
$
|
250,000
|
$
|
250,000
|
Total note payable
|
|
250,000
|
|
250,000
|
Less current portion of note payable
|
|
250,000
|
|
250,000
|
Long-term portion of note payable
|
$
|
-
|
$
|
-
|
On April 30, 2017, the Warwick Overseas, LLC, agreed to extend the note for an additional one year term to April 30, 2018.
During the three months ended July 31, 2016 and 2015, interest expense was $3,151 and $3,151, respectively. As of July 31, 2016 and April 30, 2016, accrued interest is $15,686 and $12,534, respectively.
10
NOTE 6 CONVERTIBLE NOTE
On January 31, 2016, the Company issued convertible notes of $51,221 for the payment of promissory notes of $51,211 (note 5). Unpaid balances are due on January 31, 2018 and accrue an annual interest at the rate of 4%. The Holders have the right, at any time to convert any part of outstanding Principal balance of this note into shares of the Companys common stock at a conversion rate of $0.01 per share.
During the year ended April 30, 2016, the Company recorded as discount on the convertible note due to a beneficial conversion feature of $51,221.
|
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
April 30,
|
|
|
|
2016
|
|
2016
|
Convertible Notes
|
|
$
|
51,221
|
|
$
|
51,221
|
Less unamortized notes discount
|
|
(38,415)
|
|
|
(44,818)
|
|
|
|
|
12,806
|
|
|
6,403
|
Less current portion of convertible notes
|
|
-
|
|
|
-
|
Long-term convertible notes payable
|
$
|
12,806
|
|
$
|
6,403
|
During the three months ended July 31, 2016 and 2015, the amortization on the convertible note discount recorded as interest expense is $6,403 and $0, respectively.
During the three months ended July 31, 2016 and 2015, the interest expense accrued on the convertible notes is $516 and $0, respectively. As of July 31, 2016 and April 30, 2016, the convertible notes had accrued interest of $1,021 and $505, respectively.
NOTE 7 - SHAREHOLDERS EQUITY
On February 4, 2016, the Company filed a Certificate of Amendment with the Nevada Secretary of State whereby it amended its Articles of Incorporation to increase the Companys authorized number of shares of common stock from 100 million to 250 million and decrease all of its issued and outstanding shares of common stock at a ratio of one (1) share for every one thousand (1,000) shares held.
All relevant information relating to numbers of shares and per share information have been retroactively adjusted to reflect the reverse stock split for all periods presented.
Preferred Stock
The authorized preferred stock of the Company consists of 10,000,000 shares with a par value of $0.001. The Company has not issued any shares of Class A Convertible Preferred Stock as of July 31, 2016.
Holders are not entitled to pre-emptive or referential rights to subscribe to unissued stock or other securities. Holders do not have cumulative voting rights. Preferred stockholders of Class A Convertible Preferred Stock do not have a right to vote their shares except as determined by the Board of Directors.
Common Stock
The authorized common stock of the Company consists of 250,000,000 shares with a par value of $0.001. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
On June 23, 2016, the Company issued 15,000,000 common shares, 7,500,000 shares each to the companys officer and board members, for their ongoing service and payment of $25,000 in accrued salaries, for a total value of $307,678.
11
On May 19, 2016, the Company issued 118 shares of common stock, for adjustment due to the stock split.
As at July 31, 2016 and April 30, 2016, there are 15,088,544 and 88,426 shares of common stock issued and outstanding.
NOTE 8 - RELATED PARTY TRANSACTIONS
As of July 31, 2016 and April 30, 2016, the Company accrued salaries to officers and directors of $111,814 and $125,814, respectively.
NOTE 9 SUBSEQUENT EVENTS
On December 30, 2016, the Company entered into a Definitive Share Exchange Agreement (the Agreement) with James M. Nixon (Nixon) and Nixon Restaurant Group, Inc., a Florida corporation (NRG) pursuant to which our company will exchange 12,100,000 shares of our common stock for 60,500,000 shares of NRG Common Stock, $0.0001 par value per share, which represents all of the issued and outstanding capital stock of NRG. In addition, our company will issue 500,000 shares of our preferred stock to Nixon as compensation for completing the transaction. This preferred stock which shall be designated as Series A Preferred Stock shall have no dividend, liquidation, or conversion rights, but will have voting rights of 100,000 votes per share of Series A Preferred Stock, an aggregate equal to 50,000,000,000 shares of our companys common stock. The closing of transaction described in the Agreement is subject to several conditions precedent as follows: Our company must, among other actions, (i) file our delinquent filings with the Securities and Exchange Commission (the SEC) including the Form 10-K Annual Report for the year ended April 30, 2016 and the Form 10-Q Annual Reports for the periods ended July 31, 2016 and October 31, 2016; (ii) effectuate the cancelation of 60,000 shares of our common stock owned by Mayya Khalay; (iii) file a Certificate of Designation of the Series A Preferred Stock with the Nevada Secretary of State; and (iv) effectuate a change of our fiscal year to December 31. NRG must, among other actions, (v) Deliver to our company audited consolidated financial statements for the two year periods ended December 31, 2015 and 2014 as well as reviewed consolidated financial statements for the nine month periods ended September 30, 2016 and 2015, each in format and content as required under the Rules of the SEC. Following closing of the transaction NRG will operate as wholly owned subsidiary of our company.
12