ITEM
1.
|
FINANCIAL
STATEMENTS
|
VinCompass
Corp.
Consolidated
Balance Sheets
(Unaudited)
|
|
August
31, 2017
|
|
|
February
28, 2017
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
775
|
|
|
$
|
13,952
|
|
Total
Current Assets
|
|
|
775
|
|
|
|
13,952
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
775
|
|
|
$
|
13,952
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
& STOCKHOLDER’S DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
244,667
|
|
|
$
|
195,302
|
|
Accrued
payroll
|
|
|
206,000
|
|
|
|
216,000
|
|
Accounts
Payable to related parties
|
|
|
361,611
|
|
|
|
289,281
|
|
Convertible
notes payable, net of unamortized discount of $62,772 and $73,281, respectively
|
|
|
283,944
|
|
|
|
259,981
|
|
Derivative
liability
|
|
|
259,823
|
|
|
|
112,461
|
|
Total
Current Liabilities
|
|
|
1,356,045
|
|
|
|
1,073,025
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
$
|
1,356,045
|
|
|
$
|
1,073,025
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
Deficit:
|
|
|
|
|
|
|
|
|
Series
A Preferred Stock, $0.001 par value; 40,000,000 and 2,000,000 shares authorized; 5,000,000 and 1,000,000 shares issued and
outstanding, respectively
|
|
$
|
5,000
|
|
|
$
|
1,000
|
|
Series
B Preferred Stock, $0.50 par value; 40,000,000 and 0 shares authorized; no shares issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Series
C Preferred Stock, $0.001 par value; 20,000,000 and 0 shares authorized; 10,000,000 and 0 shares issued and outstanding
|
|
|
10,000
|
|
|
|
-
|
|
Common
Stock, $0.001 par value; 9,900,000,000 and 400,000,000 shares authorized; 583,876,061 and 47,149,371 shares
issued and outstanding, respectively
|
|
|
583,875
|
|
|
|
47,149
|
|
Additional
Paid-in Capital
|
|
|
2,482,455
|
|
|
|
1,890,147
|
|
Accumulated
Deficit
|
|
|
(4,436,600
|
)
|
|
|
(2,997,369
|
)
|
|
|
|
|
|
|
|
|
|
Total
Stockholders’ Deficit
|
|
|
(1,355,270
|
)
|
|
|
(1,059,073
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES & STOCKHOLDERS' DEFICIT
|
|
$
|
775
|
|
|
$
|
13,952
|
|
The
accompanying notes are an integral part of these unaudited consolidated financial statements
.
VinCompass
Corp.
Consolidated
Statements of Operations
(Unaudited)
|
|
For
the Three Months Ended
|
|
|
For
the Six Months Ended
|
|
|
|
August
31,
|
|
|
August
31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
& administrative expenses
|
|
$
|
230,385
|
|
|
$
|
204,057
|
|
|
$
|
570,263
|
|
|
$
|
359,117
|
|
Total
operating expenses
|
|
|
230,385
|
|
|
|
204,057
|
|
|
|
570,263
|
|
|
|
359,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from operations
|
|
|
(230,385
|
)
|
|
|
(204,057
|
)
|
|
|
(570,263
|
)
|
|
|
(359,117
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
(76,475
|
)
|
|
|
(7,670
|
)
|
|
|
(279,184
|
)
|
|
|
(7,670
|
)
|
Loss
on derivative
|
|
|
(252,434
|
)
|
|
|
-
|
|
|
|
(589,784
|
)
|
|
|
-
|
|
Total
other expense
|
|
|
(328,909
|
)
|
|
|
(7,670
|
)
|
|
|
(868,968
|
)
|
|
|
(7,670
|
)
|
Net
loss
|
|
$
|
(559,294
|
)
|
|
$
|
(211,727
|
)
|
|
$
|
(1,439,231
|
)
|
|
$
|
(366,787
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
loss per share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
weighted average shares
|
|
|
278,697,179
|
|
|
|
43,772,368
|
|
|
|
173,919,448
|
|
|
|
43,737,193
|
|
The
accompanying notes are an integral part of these unaudited consolidated financial statements.
VinCompass
Corp.
Consolidated
Statement of Cash Flows
(Unaudited)
|
|
For
the Six Months Ended
August 31,
|
|
|
|
2017
|
|
|
2016
|
|
Cash
flow from operating activities:
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(1,439,231
|
)
|
|
$
|
(366,787
|
)
|
Adjustments
to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Stock
based compensation
|
|
|
172,400
|
|
|
|
85,760
|
|
Amortization
of debt discount
|
|
|
270,179
|
|
|
|
7,000
|
|
Fees
added to convertible note principal
|
|
|
6,000
|
|
|
|
-
|
|
Loss
on derivative liabilities
|
|
|
589,784
|
|
|
|
-
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable to related party
|
|
|
72,330
|
|
|
|
37,307
|
|
Accrued
payroll
|
|
|
60,000
|
|
|
|
60,000
|
|
Accounts
payable and accrued expenses
|
|
|
61,711
|
|
|
|
(18,969
|
)
|
Net
cash used in operating activities
|
|
|
(206,827
|
)
|
|
|
(195,689
|
)
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds
from convertible debt, net of OID
|
|
|
193,650
|
|
|
|
60,000
|
|
Borrowings
from related party
|
|
|
-
|
|
|
|
42,183
|
|
Repayment
of related party debt
|
|
|
-
|
|
|
|
(1,000
|
)
|
Proceeds
from the sale of common stock
|
|
|
-
|
|
|
|
79,500
|
|
Net
cash provided by financing activities
|
|
$
|
193,650
|
|
|
$
|
180,683
|
|
|
|
|
|
|
|
|
|
|
Net
decrease in cash
|
|
|
(13,177
|
)
|
|
|
(15,006
|
)
|
Cash
at beginning of period
|
|
|
13,952
|
|
|
|
43,680
|
|
Cash
at end of period
|
|
$
|
775
|
|
|
$
|
28,674
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOWS INFORMATION:
|
|
|
|
|
|
|
|
|
Cash
paid during the period
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
Income
taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of noncash activities:
|
|
|
|
|
|
|
|
|
Settlement
of deferred payroll by issuance of Series C Preferred stock
|
|
$
|
30,000
|
|
|
$
|
-
|
|
Settlement
of deferred payroll by issuance of Series A Preferred stock
|
|
$
|
40,000
|
|
|
$
|
-
|
|
Release
of derivative liabilities due to conversion of convertible debt
|
|
$
|
682,422
|
|
|
$
|
-
|
|
Debt
discount recognized from derivative liabilities
|
|
$
|
240,000
|
|
|
$
|
-
|
|
Common
shares issued for conversion of convertible note
|
|
$
|
218,212
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these unaudited consolidated financial statements
.
VINCOMPASS
CORP
.
Notes
to the Consolidated Financial Statements
August
31, 2017
(Unaudited)
NOTE
1 — ORGANIZATION AND DESCRIPTION OF BUSINESS
VinCompass
Corp. (Formerly known as Tiger Jiujiang Mining, Inc.), entered into a Share Exchange Agreement with VinCompass, whereby VinCompass
Corp. exchanged 60% of its outstanding shares of common stock for 100% of the outstanding shares of VinCompass common stock. As
of the closing date, VinCompass will operate as a wholly owned subsidiary of VinCompass Corp.
On
March 7, 2017, the Board approved and filed an Amended & Restated Articles of Incorporation with the Secretary of State of
Wyoming whereby: the aggregate number of shares of all classes of capital stock which this Corporation shall have authority to
issue is 1,000,000,000 shares, of which 40,000,000 shares shall be shares of preferred stock, par value of $.001 per share as
described herein (“Preferred Stock”), and 960,000,000 shares shall be shares of common stock, par value of $.001 per
share (“Common Stock”).
On
May 8, 2017, the Board approved and filed an Amended & Restated Articles of Incorporation with the Secretary of State of Wyoming
to: (i) increase our authorized common stock to 5,000,000,000 shares, of which 40,000,000 shares shall be shares of preferred
stock, par value of $.001 per share as described herein (“Preferred Stock”), and 4,960,000,000 shares shall be shares
of common stock, par value of $.001 per share (“Common Stock”).
On
August 2, 2017, the Board approved and filed an Amended & Restated Articles of Incorporation with the Secretary of State of
Wyoming whereby: the aggregate number of shares of all classes of capital stock which this Corporation shall have authority to
issue is 10,000,000,000 shares, of which 100,000,000 shares shall be shares of preferred stock as described herein (“Preferred
Stock”), and 9,900,000,000 shares shall be shares of common stock, par value of $.001 per share (“Common Stock”).
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 ended February
28, 2018. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial
statements for the year ended February 28, 2017 as reported on Form 10-K have been omitted.
NOTE
3 – GOING CONCERN
The
accompanying unaudited 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 has
had no revenue to date, has an accumulated deficit of $4,436,600 as of August 31, 2017 and a net loss of $1,439,231 for the six
months ended August 31, 2017. 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
On
August 2, 2017, the Board approved and filed an Amended & Restated Articles of Incorporation with the Secretary of State of
Wyoming whereby: the aggregate number of shares of all classes of capital stock which this Corporation shall have authority to
issue is 10,000,000,000 shares, of which 100,000,000 shares shall be shares of preferred stock as described herein (“Preferred
Stock”), and 9,900,000,000 shares shall be shares of common stock, par value of $.001 per share (“Common Stock”).
During
the three months ended May 31, 2017, the Company issued 9,000,000 shares of common stock for services to third parties. The shares
were issued at $0.0011 based on the closing price on the date of grant for total non-cash expense of $9,900.
During
the three months ended May 31, 2017, the Company issued 91,173,404 shares of common stock for conversion of principal of $139,749
and accrued interest of $7,456.
During
the three months ended August 31, 2017, the Company issued 75,000,000 shares of common stock for services to third parties. The
shares were issued at $0.0003 based on the closing price on the date of grant for total non- cash expense of $22,500.
During
the three months ended August 31, 2017, the Company issued 361,553,286 shares of common stock for conversion of principal
of $66,117 and accrued interest of $4,890.
NOTE
5 – PREFERRED STOCK
Series
A
Series
A Preferred Stock consists of 40,000,000 shares, par value $0.001. Series A stock shall have 100:1 voting rights, no conversion
rights, and no redemption rights. The Series A holders are entitled to dividends if declared and have no liquidation preferences.
During
the three months ended May 31, 2017, the Company issued 4,000,000 shares of Series A preferred stock to settle $40,000 of accrued
payroll due to the CEO. The fair value of the shares is determined to be $180,000 using the weighted-average stock price during
the three months ended May 31, 2017. The surplus of $140,000 is recorded as stock based compensation expense.
Series
B
Series
B Preferred Stock consists of 40,000,000 shares, par value $0.50. Series B stock has no voting rights and is convertible into
common stock at a 50% discount to the average of the lowest three trades in the previous ten days before conversion. There are
no redemption rights and no liquidation preferences. The Series B holders are entitled to dividends if declared
Series
C
Series
C Preferred Stock consists of 20,000,000 shares, par value $0.001. Series C stock shall have 1,000:1 voting rights and is convertible
into common stock at one for ten shares of common. There are no redemption rights and no liquidation preferences. The Series C
holders are entitled to dividends if declared
On
August 31, 2017, the Company issued 10,000,000 shares of Series C preferred stock to settle $30,000 of accrued payroll due to
the CEO. The shares were valued using the closing price of the common stock on August 31, 2017.
NOTE
6 – RELATED PARTY TRANSACTIONS
As
of August 31, 2017, the amount due to the majority shareholder and a director bear no interest and with no stated repayment terms
totaled $361,611 ($289,281 as at February 28, 2017) arose from payments made on behalf of the Company, including by private credit.
As
of August 31, 2017, the Company had an accrued payroll expense of $206,000 ($216,000 as at February 28, 2017), after converting
$70,000 of the amount owing into 14,000,000 Preferred Shares. See Note 5.
NOTE
7 – CONVERTIBLE NOTES PAYABLE
The
following table summarizes the convertible notes as of August 31, 2017:
Note
#
|
|
Date
|
|
Maturity
Date
|
|
|
Convertible
Date
|
|
Interest
|
|
|
Balance
May 31, 2017
|
|
|
Additions
|
|
|
Conversions
|
|
|
Balance
August 31, 2017
|
|
1
|
|
7/7/2016
|
|
|
7/7/2017
|
|
|
1/7/2017
|
|
|
10
|
%
|
|
$
|
29,482
|
|
|
|
|
|
|
$
|
(29,482
|
)
|
|
$
|
-
|
|
2
|
|
8/15/2016
|
|
|
8/15/2017
|
|
|
2/15/2017
|
|
|
10
|
%
|
|
|
33,500
|
|
|
|
|
|
|
|
(33,500
|
)
|
|
|
-
|
|
3
|
|
9/28/2016
|
|
|
9/28/2017
|
|
|
3/28/2017
|
|
|
10
|
%
|
|
|
73,500
|
|
|
|
6,000
|
(1)
|
|
|
(38,060
|
)
|
|
|
41,440
|
|
4
|
|
10/20/2016
|
|
|
10/20/2017
|
|
|
4/18/2017
|
|
|
0
|
%
|
|
|
60,000
|
|
|
|
|
|
|
|
(60,000
|
)
|
|
|
-
|
|
5
|
|
10/28/2016
|
|
|
7/28/2017
|
|
|
4/26/2017
|
|
|
10
|
%
|
|
|
78,750
|
|
|
|
|
|
|
|
(39,624
|
)
|
|
|
39,126
|
|
6
|
|
2/22/2017
|
|
|
11/30/2017
|
|
|
6/21/2017
|
|
|
10
|
%
|
|
|
58,000
|
|
|
|
|
|
|
|
(5,200
|
)
|
|
|
52,800
|
|
7
|
|
3/15/2017
|
|
|
3/15/2018
|
|
|
9/11/2017
|
|
|
10
|
%
|
|
|
|
|
|
|
37,000
|
|
|
|
-
|
|
|
|
37,000
|
|
8
|
|
3/28/2017
|
|
|
3/28/2018
|
|
|
9/24/17
|
|
|
8
|
%
|
|
|
|
|
|
|
45,850
|
|
|
|
-
|
|
|
|
45,850
|
|
9
|
|
4/10/2017
|
|
|
1/15/2018
|
|
|
10/7/2017
|
|
|
10
|
%
|
|
|
|
|
|
|
38,000
|
|
|
|
-
|
|
|
|
38,000
|
|
10
|
|
5/16/2017
|
|
|
2/25/2018
|
|
|
11/12/2017
|
|
|
10
|
%
|
|
|
|
|
|
|
53,000
|
|
|
|
-
|
|
|
|
53,000
|
|
11
|
|
7/11/2017
|
|
|
demand
|
|
|
1/12/2018
|
|
|
10
|
%
|
|
|
|
|
|
|
11,000
|
|
|
|
-
|
|
|
|
11,000
|
|
12
|
|
8/3/2017
|
|
|
8/3/2018
|
|
|
1/30/2017
|
|
|
10
|
%
|
|
|
|
|
|
|
28,500
|
|
|
|
|
|
|
|
28,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
333,232
|
|
|
|
219,350
|
|
|
$
|
(205,866
|
)
|
|
$
|
346,716
|
|
|
|
|
|
|
|
|
|
Less
Debt Discount:
|
|
|
|
|
|
|
(73,251
|
)
|
|
|
|
|
|
|
|
|
|
|
(62,772
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
259,981
|
|
|
|
|
|
|
|
|
|
|
$
|
283,944
|
|
|
(1)
|
$6,000
added to principle for fees related to conversions.
|
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.
Convertible
note holders have the option to convert the note plus accrued interest into shares of the Company’s common stock after six
months, at a certain discount of the average of the lowest trading prices for the previous 20 days prior to the conversion date.
The Company determined the embedded conversion feature as a derivative liability, and recorded at fair value as of August 31,
2017. For certain notes a $500 to $1,000 fee for costs associated with converting and clearing stock is added to the amount
being converted with an adjustment to the conversion price.
A
summary of the activity of the derivative liability for the period ended August 31, 2017 is as follows:
Balance
at February 28, 2017
|
|
$
|
112,461
|
|
Derivative
discount
|
|
|
240,000
|
|
Increase
to derivative due to new issuance
|
|
|
328,601
|
|
Decrease
in derivative due to conversion of debt
|
|
|
(682,422
|
)
|
Derivative
loss due to mark to market adjustment
|
|
|
261,183
|
|
Balance
at August 31, 2017
|
|
$
|
259,82
3
|
|
A
summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s
derivative liabilities that are categorized within Level 3 of the fair value hierarchy for the quarter ended August 31, 2017 is
as follows:
Date
of valuation
|
|
|
August
31, 2017
|
|
|
|
Inception
|
|
Volatility
|
|
|
365%
- 417
|
%
|
|
|
247%
- 351
|
%
|
Risk-free
rate
|
|
|
.92%
- 1.38
|
%
|
|
|
.61%
- 1.01
|
%
|
Years
to maturity
|
|
|
.25
–.33
|
|
|
|
.25
- .5
|
|
The
carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate
their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value
of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar
financial arrangements at August 31, 2017.
|
|
Fair
value measured at August 31, 2017
|
|
|
|
Fair
value at
August
31, 2017
|
|
|
Quoted
prices in
active
markets
(Level
1)
|
|
|
Significant
other
observable
inputs
(Level 2)
|
|
|
Significant
unobservable
inputs
(Level 3)
|
|
Derivative
liabilities
|
|
$
|
259,823
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
259,823
|
|
NOTE
8 - SUBSEQUENT EVENTS
Management
has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the
financial statements were issued, and has determined that no material subsequent events exist other than the following.
Subsequent
to August 31, 2017, the Company issued 797,459,899 shares of common stock for conversion of principal of $75,926 of convertible
debt.
ITEM
2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Cautionary
Statement Regarding Forward-Looking Statements
The
following Management’s Discussion and Analysis should be read in conjunction with VinCompass Corp. financial statements
and the related notes thereto. The Management’s Discussion and Analysis contains forward-looking statements that involve
risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not
statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,”
“intend,” “anticipate,” “target,” “estimate,” “expect,” and the like,
and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,”
etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject
to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the
forward-looking statements in this Report on Form 10-Q. The Company’s actual results and the timing of events could differ
materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake
any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report
on Form 10-Q.
As
used in this quarterly report, the terms “we”, “us”, “our”, and “Company” shall
mean “VinCompass” where events are referenced.
Our
financial statements are stated in United States Dollars (“USD” or “US$” 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 discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in
this Quarterly 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”).
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 are working on 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.
Plan
of Operation and 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.
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 benefits to their community that is not generally available. The members of VinCompass generally save
about 16% on wine 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.
Plan
of Operation
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 as well as 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,
we have not generated any revenues to meet operating and capital expenses. We have incurred operating losses since inception,
and this is likely to continue through fiscal 2018. 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.
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, 2017, 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.
Results
of Operation for the Three Months Ended August 31, 2017 and 2016
Operating
Expense
The
Company had operating expenses $230,385 for the three months ended August 31, 2017 compared to $204,057 for the three months ended
August 31, 2016, an increase of $26,328. In the current year operating expense includes $22,500 of non-cash stock compensation
compared to $54,510 in the prior period. The expenses can be subdivided into the following categories which have and will
vary from quarter to quarter based on the level of corporate activity and capital-raising.
|
|
For
the three months ended
August 31,
|
|
|
2017
|
|
2016
|
Development
|
|
$
|
85,413
|
|
|
$
|
91,773
|
|
Sales
and Marketing
|
|
|
54,113
|
|
|
|
60,760
|
|
Professional
Fees
|
|
|
58,374
|
|
|
|
21,475
|
|
Other
General & Administrative Expenses
|
|
|
32,485
|
|
|
|
30,049
|
|
Total
Operating Expenses
|
|
$
|
230,385
|
|
|
$
|
204,057
|
|
Other
Expense
There
was total other expense of $328,909 for the three months ended August 31, 2017 compared to $7,670 for the three months ended August
31, 2016. In the current period we had interest expense of $76,475, including debt discount amortization and loss on derivative
of $252,434. In the prior period we had interest expense of $7,670 which included debt discount amortization of $7,000. These
expenses have increased with the addition of new convertible notes.
Results
of Operation for the Six Months Ended August 31, 2017 and 2016
Operating
Expense
The
Company had operating expenses $570,263 for the six months ended August 31, 2017 compared to $359,117 for the six months ended
August 31, 2016. In the current year operating expense includes $172,400 of non-cash stock compensation compared to $85,760 in
the prior period. The Company had operating expenses excluding stock based compensation for the for the six months ended August
31, 2017 of $397,863 compared to $273,357 for the six months ended August 31, 2016, an increase of $124,506 or 45.5%. Expenses
have increased in conjunction with the increased activity of the company as it moves towards revenue generating operations. The
expenses can be subdivided into the following categories which have and will vary from quarter to quarter based on the level of
corporate activity and capital-raising.
|
|
For
the six months ended
August 31,
|
|
|
2017
|
|
2016
|
Development
|
|
$
|
165,390
|
|
|
$
|
97,756
|
|
Sales
and Marketing
|
|
|
240,631
|
|
|
|
132,126
|
|
Professional
Fees
|
|
|
98,085
|
|
|
|
57,483
|
|
Other
General & Administrative Expenses
|
|
|
66,157
|
|
|
|
71,752
|
|
Total
Operating Expenses
|
|
$
|
570,263
|
|
|
$
|
359,117
|
|
Other
Expense
There
was total other expense of $868,968 for the six months ended August 31, 2017 compared to $7,670 for the six months ended August
31, 2016. In the current period we had interest expense of $279,184, including debt discount amortization and loss on derivative
of $589,784. In the prior period we had interest expense of $7,670 which included debt discount amortization of $7,000. These
expenses have increased with the addition of new convertible notes.
Liquidity
and Capital Resources
As
of the end of the last quarter on August 31, 2017, we have yet to generate any revenues from operations.
Net
Cash Used in Operating Activities
During
the six-month period ended August 31, 2017, $206,827 of cash was used for operating activities as compared to $195,689 used in
the six months ended August 31, 2016.
Cash
Flow from Investing Activities
There
was no investing activity for the six months ended August 31, 2017 and 2016.
Cash
Flow from Financing Activities
During
the six-month periods ended August 31, 2017 and 2016, the Company had net cash of $193,650 and $180,683 respectively, in cash
provided by financing activities.