Notes to The Unaudited Financial Statements
For the Six Months Ended September 30, 2017
NOTE 1 ORGANIZATION AND NATURE OF BUSINESS
Elite Group Inc. (the Company) is a corporation, registered in the State of Nevada on May 21, 2013. We are a company at its start up stage. Our business intention was to sell books utilizing the internet, and grow customer base by selling unique editions of books. Currently, we plan to acquire water properties for the oilfield service sector. Management's objective is to acquire and consolidate water processing assets in prolific oil and gas exploration areas. Management believes it will accomplish its goal to maximize shareholder value through strategic acquisitions, effective business model design and economies of scale to a fragmented industry. The Company intends to control the entire process from wellhead to the final destination.
On October 31, 2015, the Company entered into an agreement with TCA with an effective date of December 31, 2015 to borrow up to $2,000,000 whereby Terrence Tecco was the guarantor. On January 26, 2016 under the TCA line of credit, Vesna Pesic, (former majority shareholder) sold 2,000,000 shares in a private transaction to Terrence Tecco of which $407,800 was paid directly by TCA on behalf of the Company. The Company cancelled the 2,000,000 shares and issued common shares of 2,020,000 to Terrence Tecco for no consideration. The 2,020,000 shares were valued at the cost of the loan and accounted for as compensation (see footnote 5).
On February 6, 2017, the Company filed with the Secretary of State of Nevada Amended and Restated Articles of Incorporation (the Amended and Restated Articles) that had the effect of changing the name of the corporation to Elite Group, Inc. and designating 999,000,000 shares of the authorized capital stock of the Company as common stock, par value $0.001 and 1,000,000 shares of the authorized capital stock of the Company as preferred stock, par value $0.001, with the powers, preferences and rights, and the qualifications, limitations and restrictions designated by the Companys board of directors.
On September 5, 2017, the Company filed with the Secretary of State of Nevada Amended and Restated Articles of Incorporation (the Amended and Restated Articles) that had the effect of designating 2,499,000,000 shares of the authorized capital stock of the Company as common stock, par value $0.001 and 1,000,000 shares of the authorized capital stock of the Company as preferred stock, par value $0.001, with the powers, preferences and rights, and the qualifications, limitations and restrictions designated by the Companys board of directors.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The interim unaudited financial statements have been prepared without audit in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (SEC) Form 10-Q. They do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these unaudited interim financial statements should be read in conjunction with the Companys audited financial statements and notes thereto for the year ended March 30, 2017 included in its Annual Report on Form 10-K filed with the SEC.
The interim financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Companys financial position as of September 30, 2017, the results of its operations and its cash flows for the three and six months ended September 30, 2017 and 2016. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full fiscal year.
Recently Issued Accounting Pronouncements
In September 2017, the FASB issue ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments. The pronouncements add SEC paragraphs pursuant to an SEC Staff Announcement made at the July 20, 2017 Emerging Issues Task Force (EITF) meeting. The SEC staff announced that it will not object if an entity that qualifies as a public business entity solely because its financial statements or financial information is included in another entitys filing with the SEC adopts ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and ASU 2016-02, Leases (Topic 842) using the effective dates applicable to private entities. The amendments represent guidance related to the effective dates of the standards noted above, therefore, the amendments themselves do not have an effective date. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.
6
NOTE 3 - STOCK-BASED COMPENSATION AND DISCOUNT ON COMMON STOCK ADJUSTMENT TO PRIOR PERIOD RESULTS
In preparing the Company's prior period June 30, 2017 unaudited interim financial statements, the Company determined that errors were made in the classification of discount on common stock of $390,500 in the year ended March 31, 2016 and $17,300 for the year ended March 31, 2017 and 1,000 shares of Series A Preferred stock valued at $22,240 was issued, however, not recorded in the fiscal year ended March 31, 2017.
The Company original recorded a discount on common stock related to certain proceeds attributable to the TCA Convertible Note agreement, dated December 18, 2015, and a Mammoth Convertible Notes agreement, dated November 18, 2015, as discount on common stock, however, upon further consideration the Company should have expensed the $407,800 in the fiscal year ended March 31, 2016 as stock compensation.
Additionally, the Company issued 1,000 shares of Series A Preferred stock, in January 2017, valued at $22,240 to the Companys Chief Executive Officer. The Company did not record transactions of March 31, 2017 and consequently $22,240 of stock compensation attributable to our Chief Executive Officer was not recorded in the Statement of Operations as of March 31, 2017.
The Company assessed the materiality of this misstatement in the 2017 interim period financial statements in accordance with the SEC's Staff Accounting Bulletin (SAB) No. 99, Materiality, codified in ASC No. 250, Presentation of Financial Statements, and concluded that the misstatement was not material to the year ended March 31, 2017 and March 31, 2016. In accordance with SAB 108, the Company has adjusted the March 31, 2017 financial statements. There was no impact to September 30, 2017 financial statements.
|
|
|
|
|
|
|
|
|
|
Year Ended March 31, 2017
|
|
|
As Originally Reported
|
|
Adjustment
|
|
As Corrected
|
SHAREHOLDERS DEFICIT
|
|
|
|
|
|
|
Series A Preferred Stock
|
|
$
-
|
|
$
22,240
|
|
$
22,240
|
|
|
|
|
|
|
|
Discount on common stock
|
|
$
(407,800)
|
|
$
407,800
|
|
$
-
|
|
|
|
|
|
|
|
Accumulated Deficit
|
|
$
(18,288,077)
|
|
$
(430,040)
|
|
$
(18,718,117)
|
|
|
|
|
|
|
|
Total Shareholder deficit
|
|
$
(2,166,905)
|
|
$
-
|
|
$
(2,116,905)
|
NOTE 4 GOING CONCERN
The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt as to the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of managements efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
7
NOTE 5 CONVERTIBLE PROMISSORY NOTES PAYABLE
Convertible promissory notes, including accrued interest, at September 30, 2017 and March 31, 2017 are as follows:
|
|
|
|
|
|
|
|
September 30, 2017
|
|
|
March 31, 2017
|
TCA Global Fund, Inc., including accrued interest of $124,070 and $70,758 as of September 30, 2017 and March 31, 2017, respectively
|
|
$
624,070
|
|
$
570,758
|
LG Capital Funding, LLC, accrued interest of $0 and $363, as of September 30, 2017 and March 31, 2017, respectively
|
|
-
|
|
363
|
Mammoth Corporation, including accrued interest of $7,815 and $0, net of debt discount of $193,694 and $134,090 and original issue discount interest of $37,513 and $22,588 as of September 30, 2017 and March 31, 2017, respectively
|
|
162,057
|
|
114,551
|
Auctus Fund, LLC, including accrued interest of $5,150 and $1,239, net of debt discount of $19,110 and $47,312 and original issue discount interest of $2,973 and $7,360 as of September 30, 2017 and March 31, 2017, respectively
|
|
48,067
|
|
11,567
|
Crown Bridge Capital, including accrued interest of $4,442 and $23 and net of debt discount of $42,796 and $28,841 and original issue discount interest of $6,004 and $5,965 as of September 30, 2017 and March 31, 2017, respectively
|
|
40,517
|
|
217
|
GS Capital, including accrued interest of $2,397 and net of debt discount of $28,884 and original issue discount interest of $2,884 as of September 30, 2017
|
|
22,368
|
|
-
|
Adar Bays, LLC, including accrued interest of $2,597 and net of debt discount of $28,356 of September 30, 2017
|
|
24,241
|
|
-
|
Convertible promissory note payable, net
|
|
$
921,320
|
|
$
697,456
|
As of the date of this filing, the Company has not received a notice(s) of default of the convertible promissory notes payable and additional details of the terms and collateralization of each convertible promissory note payable is provided herein.
TCA Global Master Credit Fund, L.P.
On January 26, 2016, the Company issued the Convertible Note in favor of TCA Global Master Credit Fund, L.P. ("TCA"). The maturity date of the Convertible Note was June 18, 2016, and the Convertible Note bears interest at a rate of sixteen and one-half percent (16.5%) per annum. TCA has a first priority security interest on all property of the Company. The Convertible Note is convertible, at TCA's option upon an event of default, into shares of the Companys common stock, par value $0.001 per share (the "Common Stock") at a price equal to eighty-five percent (85%) of the average of the lowest daily volume weighted average price of the Common Stock during the five (5) trading days immediately prior to the date of conversion. The Convertible Note may be prepaid in whole or in part at the Companys option without penalty.
Furthermore, the Company shall pay $2,000 on the first day of each third month during the term. The fee shall increase by $500 for each subsequent line of credit increase with a cap of $2,500.
At any time and from time to time while this Convertible Note is outstanding, the principal and accrued interest may be, at the sole option of TCA upon an Event of Default, convertible into shares of the Company's common stock. The note is convertible into shares of common stock at a price equal to a variable conversion price of eighty-five percent (85%) of the volume-weighted averages the five (5) days preceding the date of conversion.
On March 31, 2017, the Company accepted and agreed to a debt purchase agreement, whereby Mammoth Corporation acquired $100,000 of convertible note payable interest in exchange for $115,000 (see Mammoth Corporation below).
The balance as of September 30, 2017 and March 31, 2017 amounted to $624,070 and $570,758 comprised of principal balance amounted to $500,000 and accrued interest of $124,070 and $70,758, respectively.
As of September 30, 2017, the six-month term of the agreement has expired and the obligations continues to be outstanding. The Company has accrued default interest at a rate of 18% as of December 31, 2016.
8
LG Capital Funding, LLC
On April 19, 2016, the Company entered into a convertible note payable with LG Capital Funding, LLC. The $40,700 note payable includes $5,700 of original issuance discount and financing costs and bears interest at a 8% per annum interest rate. The note matured on April 19, 2017 and may only be repaid within 180 days of issuance date with prepayment penalties ranging from 18% to 48% of principal. The note is convertible into shares of common stock at a price equal to a variable conversion price of sixty percent (60%) of the volume-weighted averages the twenty (20) days preceding the date of conversion. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of one (1) year. The Company recorded amortization of debt discount and original discount interest and financing costs in the amount of $2,854 and $1,124 during the six months ending September 30, 2017, respectively. On October 28, 2016, the Company accepted and agreed to a debt purchase agreement, whereby Mammoth Corporation acquired the $40,700 convertible note payable and accrued interest in exchange for $68,743 (see Mammoth Corporate below).
On June 19, 2016, the Company entered into a convertible note payable with LG Capital Funding, LLC. The $40,700 note payable includes $5,700 of original issuance discount and financing costs and bears interest at an 8% per annum interest rate. The note matured on June 19, 2017 and may only be repaid within 180 days of issuance date with prepayment penalties ranging from 18% to 48% of principal. The note is convertible into shares of common stock at a price equal to a variable conversion price of sixty percent (60%) of the volume-weighted averages the twenty (20) days preceding the date of conversion. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of one (1) year. The Company recorded amortization of debt discount and original discount interest in the amount of $1,041 and $219 during the six months ending September 30, 2016, respectively.
In the year ended March 31, 2017, the lender converted the $40,700 of principal and $1,849 into 22,358,211 shares of common stock at a fair market value of $97,601 and recorded an extinguishment of debt expense of $55,053.
The note was repaid in the year ended March 31, 2017.
Mammoth Corporation
On November 18, 2015, the Company entered into a convertible note payable with Mammoth Corporation. The $17,300 note payable note is due upon the Company closing a debt or equity transaction in excess of $100,000 and no further interest shall accrue as long as the note is not in default. The note is due on demand and the default rate is 18% per annum interest. The note is collateralized by the reservation of shares of the Company common stock equivalent to 100% of convertible shares. The note is convertible into shares of common stock at a price equal to a variable conversion price of sixty-five percent (65%) of market price. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of one (1) year. In the six months ended September 30, 2017, the lender converted the $7,638 of principal in exchange for 4,700,000 shares common stock payable at a fair market value of $16,450 and recorded an extinguishment of debt expense of $8,812. The principal balance as of September 30 and March 31, 2017 amounted to $2,349 and $9,987, respectively.
On July 29, 2016, the Company entered into a convertible note payable with Mammoth Corporation. The $27,500 note payable includes $6,000 of original issuance discount. The note is due upon the Company closing a debt or equity transaction in excess of $100,000 and no further interest shall accrue as long as the note is not in default. Default rate is 18% per annum interest. The note is collateralized by the reservation of 300,000 shares of the Company common stock which upon settlement of the debt are to be returned to the Company. The reserve shares are not accounted for as issued. The note is convertible into shares of common stock at a price equal to a variable conversion price of fifty percent (50%) of the five (5) lowest closing price averages the fifteen (15) days preceding the date of conversion. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of one (1) year. The balance as of September 30, 2017 and March 31, 2017 amounted to $27,500 and $18,459 comprised of principal balance amounted to $27,500 net of remaining debt discount of $0 and $6,740 and original issue discount of $0 and $2,301, respectively.
On September 28, 2016, the Company entered into a convertible note payable with Mammoth Corporation. The $50,000 note payable includes $13,190 of original issuance discount. The note payable includes advances to the Company of $7,500 on September 28, 2016, additional advances of $8,040 in October 2016 and $2,300 on January 17, 2017. The note is due upon the Company closing a debt or equity transaction in excess of $100,000 and no further interest shall accrue as long as the note is not in default. Default rate is 18% per annum interest. The note is collateralized by the issuance of 300,000 shares of the Company common stock. The note is convertible into shares of common stock at a price equal to a variable conversion price of fifty percent (50%) of the lowest market price one year preceding the date of the conversion notice. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of one (1) year. The Company recorded amortization of debt discount and original discount interest in the amount of $14,575 and $6,675 during the six months ended September 30, 2017, respectively. The balances as of September 30, 2017 and March 31, 2017 amounted to $50,000 and $28,751 comprised of principal balance amounted to $50,000 net of remaining debt discount of $0 and $14,575 and original issue discount of $0 and $6,675, respectively.
9
On October 28, 2016, the Company entered into a $68,743 convertible note payable with Mammoth Corporation. The note payable is a balance of $62,493 of principal and accrued interest assigned from the April 29, 2016 LG Capital Funding, LLC note payable and includes $6,250 of original issuance discount. The note is due one year upon issuance October 28, 2017 and no further interest shall accrue as long as the note is not in default. Default rate is 18% per annum interest. The note is collateralized by the reservation of shares of the Company common stock equivalent to 100% of convertible shares. The note is convertible into shares of common stock at a price equal to a variable conversion price of sixty percent (60%) of market price six months preceding the date of the conversion notice. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of one (1) year. The Company recorded amortization of debt discount and original discount interest in the amount of $6,743 and $3,133 during the six months ended September 30, 2017, respectively. The balance as of September 30, 2017 and March 31, 2017 amounted to $67,231 and $57,356 comprised of the principal balance in the amount of $68,743 net of remaining debt discount of $1,032 and $7,775 and original issue discount of $480 and $3,613, respectively.
On March 31, 2017, the Company entered into a $115,000 convertible note payable with Mammoth Corporation. The note payable is a balance of $100,000 of interest assigned from the November 18, 2016 TCA note payable and includes $10,000 of original issuance discount and $5,000 in financing costs. The note is due one year upon issuance March 31, 2018 and no further interest shall accrue as long as the note is not in default. Default rate is 18% per annum interest. The note is collateralized by the reservation of shares of the Company common stock equivalent to 100% of convertible shares. The note is convertible into shares of common stock at a price equal to a variable conversion price of fifty percent (50%) of the lowest market price one year preceding the date of the conversion notice. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of one (1) year. The Company recorded amortization of debt discount and original discount interest in the amount of $63,368 and $4,628 during the six months ended September 30, 2017, respectively. In the six months ended September 30, 2017, the lender converted the $70,645 of principal into 56,516,190 shares of common stock at a fair market value of $254,353 and recorded an extinguishment of debt expense of $183,708. The balance as of September 30, 2017 and March 31, 2017 amounted to $5,166 and $0 comprised of principal balance amounted to $44,355 and $115,000 and accrued interest of $7,815 and $0, net of remaining debt discount of $41,632 and $105,000 and original issue discount of $5,372 and $10,000, respectively.
On August 18, 2017, the Company entered into a convertible note payable with Mammoth Corporation. The $49,500 note payable includes $4,500 of original issuance discount and net cash proceeds of $45,000. The note is due one year upon issuance August 18, 2018 and no further interest shall accrue as long as the note is not in default. Default rate is 18% per annum interest. The note is collateralized by the reservation of shares of the Company common stock equivalent to 100% of convertible shares. The note is convertible into shares of common stock at a price equal to a variable conversion price of fifty percent (50%) of the lowest market price one year preceding the date of the conversion notice. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of one (1) year. The Company recorded amortization of debt discount and original discount interest in the amount of $5,302 and $531 during the six months ended September 30, 2017, respectively. The balance as of September 30, 2017 amounted to $5,832 comprised of principal balance amounted to $49,500 and accrued interest of $0, net of remaining debt discount of $39,699 and original issue discount of $3,970.
On September 12, 2017, the Company entered into a convertible note payable with Mammoth Corporation. The $125,000 note payable includes $25,000 of original issuance discount and $100,000 of net proceeds were paid directly towards the Pirate Oil acquisition. The note is due one year upon issuance September 12, 2018 and no further interest shall accrue as long as the note is not in default. Default rate is 18% per annum interest. The note is collateralized by the reservation of shares of the Company common stock equivalent to 100% of convertible shares. The note is convertible into shares of common stock at a price equal to a variable conversion price of fifty percent (50%) of market price for a one-year period preceding the conversion notice, or the closing bid price on the last day of the pricing period. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of one (1) year. The Company recorded amortization of debt discount and original discount interest in the amount of $2,528 and $632 during the six months ended September 30, 2017, respectively. The balance as of September 30, 2017 amounted to $3,160 comprised of principal balance amounted to $125,000 and accrued interest of $0, net of remaining debt discount of $97,472 and original issue discount of $24,368.
On September 22, 2017, the Company entered into a convertible note payable with Mammoth Corporation. The $18,000 note payable includes $3,500 of original issuance discount, $9,500 of cash proceeds and $5,000 related to the deposit on pending acquisition. The note is due on demand and no further interest shall accrue as long as the note is not in default. Default rate is 18% per annum interest. The note is collateralized by the reservation of shares of the Company common stock equivalent to 100% of convertible shares. The note is convertible into shares of common stock at a price equal to a variable conversion price of fifty percent (50%) of market price for a six month period preceding the conversion notice, or the closing bid price on the last day of the pricing period. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of six-months. The Company recorded amortization of debt discount and original discount interest in the amount of $641 and $177 during the six months ended September 30, 2017, respectively The balance as of September 30, 2017 amounted to $818 comprised of principal balance amounted to $18,000 and accrued interest of $0, net of remaining debt discount of $13,859 and original issue discount of $3,323.
10
Auctus Fund, LLC
On January 31, 2017, the Company entered into a convertible note payable with Auctus Fund, LLC. The $65,000 note payable includes $8,750 of original issuance discount and net cash proceeds of $56,250. The note is due one year upon issuance November 1, 2017 and bears interest at a 12% rate per annum. The note is collateralized by the reservation of shares of the Company common stock equivalent to 700% of convertible shares. The note is convertible into shares of common stock at a price equal to a variable conversion price of fifty percent (50%) of the volume-weighted averages the twenty-five (25) days preceding the date of conversion. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of one (1) year. The Company recorded amortization of debt discount and original discount interest in the amount of $28,202 and $4,387 during the six months ended September 30, 2017, respectively. The balance as of September 30, 2017 and March 31, 2017 amounted to $48,068 and $11,567 comprised of principal balance amounted to $65,000 and accrued interest of $5,150 and $1,239 and net of remaining debt discount of $19,110 and $47,312 and original issue discount of $2,973 and $7,360, respectively.
Crown Bridge Partners
On March 29, 2017, the Company entered into a convertible note payable with Crown Bridge Partners, LLC up to $105,000 in principal. On March 31, 2017, the Company entered into a $35,000 tranche including $6,000 of original issuance discount and $2,000 of financing costs and on May 19, 2017 a $49,875 tranche including $5,000 of original issuance discount and net proceeds of $44,875. The note is due one year upon issuance of each tranche and bears interest at a 12% rate per annum. The note is collateralized by the reservation of shares of the Company common stock equivalent to 100% of convertible shares. The note is convertible into shares of common stock at a price equal to a variable conversion price of fifty percent (50%) of the volume-weighted averages the twenty-five (25) days preceding the date of conversion. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of one (1) year. The Company recorded amortization of debt discount and original discount interest in the amount of $30,920 and $5,338 during the six months ended September 30, 2017, respectively. The balance as of September 30, 2017 and March 31, 2017 amounted to $40,517 and $192 comprised of a principal balance amounted of $84,875 and $35,000 and accrued interest of $4,442 and $23 and net of remaining debt discount of $42,796 and $28,841 and original issue discount of $6,004 and $5,967, respectively.
In conjunction with the Crown Bridge, LLC convertible note payable, the first tranche of the $35,000 convertible note was issued with a 5-year-term warrant to purchase 1,750,000 shares of the Companys common stock at an exercise price of $0.02. The second tranche of the $49,875 convertible note was issued with a 5-year-term warrant to purchase 2,493,750 shares of the Companys common stock at an exercise price of $0.02. The anti-dilution adjustments to exercise price is entitled if an issuance is less than the current exercise price whereby the (a) the exercise price shall be adjusted to match the lowest price per share and (b) the number of warrant shares shall be increased to the amount equal to the number of shares for the aggregate exercise price of $84,875. As of September 30, 2017, the anti-dilution warrants convertible to common stock amounted to 42,974,684.
GS Capital Partner, LLC
On May 12, 2017, the Company entered into a convertible note payable with GS Capital Partners, LLC. The $51,700 note payable, includes $4,700 of original issuance discount and net cash proceeds of $47,000, and bears interest at a 8% per annum interest rate. The note matures on May 12, 2018. The note is collateralized by the reservation of shares of the Company common stock equivalent to 400% of convertible shares. The note is convertible into shares of common stock at a price equal to a variable conversion price of sixty percent (60%) of the volume-weighted averages the fifteen (15) days preceding the date of conversion. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of one (1) year. The Company recorded amortization of debt discount and original discount interest in the amount of $18,156 and $1,815 during the six months ended September 30, 2017, respectively. The balance as of September 30, 2017 amounted to $22,369 comprised of principal balance $51,700 and accrued interest of $2,397, net of remaining debt discount of $28,844 and original issue discount of $2,884, respectively.
Adar Bays
On April 25, 2017, the Company entered into a convertible note payable with Adar Bays, LLC. The $50,000 net cash proceeds received in the note payable bears interest at a 12% per annum interest rate. The note is collateralized by the reservation of shares of the Company common stock of 40,000,000 shares. The note matures on April 25, 2018. The note is convertible into shares of common stock at a price equal to a variable conversion price of fifty percent (50%) of the lowest trading price for the twenty-five (25) days preceding the date of conversion. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of one (1) year. The Company recorded amortization of debt discount in the amount of $21,643 during the six months ended September 30, 2017. The balance as of September 30, 2017 amounted to $24,241 comprised of principal balance $50,000 and accrued interest of $2,597, net of remaining debt discount of $28,356.
11
NOTE 6 RELATED PARTIES
Advances
From time to time, the Company has received advances from certain of its officers and shareholders to meet short-term working capital needs. For the years ended September 30, 2017 and March 31, 2017, a total of $25,917 and $24,917 advances from related parties is outstanding, respectively. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements.
Officer Agreements
On January 28, 2016, the Company entered into an employment agreement, effective February 15, 2016, with the Company's Chief Executive Office whereby the Company provides for compensation of $10,000 per month. A total salary of $60,000 was expensed during the six months ended September 30, 2017 and 2016. The total balance due to the Chief Executive Officer for accrued salaries at September 30, 2017 and March 31, 2017, was $93,910 and $95,010, respectively.
NOTE 7 EQUITY
Common shares
The Company had authorized 2,499,000,000 and 999,000,000 common shares as of September 30, 2017 and March 31, 2017 and the Company had 186,112,783 and 89,960,093 common shares issued and outstanding, respectively. The common shares entitle the holder thereof to one vote per share on all matters coming before the shareholders of our company for a vote.
On February 6, 2017, the Company filed with the Secretary of State of Nevada Amended and Restated Articles of Incorporation (the Amended and Restated Articles) that had the effect of changing the name of the corporation to Elite Group, Inc. and designating 999,000,000 shares of the authorized capital stock of the Company as common stock, par value $0.001 and 1,000,000 shares of the authorized capital stock of the Company as preferred stock, par value $0.001, with the powers, preferences and rights, and the qualifications, limitations and restrictions designated by the Companys board of directors.
On September 5, 2017, the Company filed with the Secretary of State of Nevada Amended and Restated Articles of Incorporation (the Amended and Restated Articles) that had the effect of designating 2,499,000,000 shares of the authorized capital stock of the Company as common stock, par value $0.001 and 1,000,000 shares of the authorized capital stock of the Company as preferred stock, par value $0.001, with the powers, preferences and rights, and the qualifications, limitations and restrictions designated by the Companys board of directors.
The Company issued the following equity instruments during the six months ended September 30, 2017:
In the six months ending September 30, 2017, the Mammoth Capital converted $78,283 of principal balance of convertible notes payable and issued $11,250 of common stock payable as of March 31, 2017 into 65,716,190 shares of common stock.
On April 26, 2017, the Company entered into a Settlement Agreement and Stipulation (the Settlement Agreement) with Rockwell Capital Partners, Inc. (Rockwell), pursuant to which the Company agreed to issue common stock to Rockwell in exchange for the settlement of $46,000 (the Settlement Amount) of past-due obligations and accounts payable of the Company. Rockwell purchased the obligations and accounts payable from certain vendors of the Company. The Company issued 26,436,500 Settlement shares to Rockwell to reduce the $46,000 outstanding liability (See Note 9).
In conjunction with the settlement agreement, the Company issued 4,000,000 shares of common stock at a fair market value of $23,200 to Rockwell for fees related to the Settlement Agreement.
Preferred shares Series A
The Company has designated 1,000 share of preferred stock as Series A Preferred Stock (Series A). The holder of the Series A Preferred shall not be entitled to receive dividends. Upon liquidation each shareholder of Series A Preferred shall be entitled to receive a preferential distribution in the amount of $1.00 per share of each Series A. For so long as Series A is issued and outstanding, the holders of Series A shall vote together as a single class with the holders of the Companys common stock with the Series A holders entitled to fifty-one percent (51%) of the total votes on all matters. The Company issued the Series A to the Companys Chief Executive Officer on January 25, 2017.
12
NOTE 8 FAIR VALUE OF FINANCIAL INSTRUMENTS
Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2016, the amounts reported for cash, accrued interest and other expenses, notes payables, and derivative liability approximate the fair value because of their short maturities.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
●
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
●
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
●
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at September 30, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative and warrant liability
|
|
|
$
-
|
|
|
|
|
$
-
|
|
|
|
$
-
|
|
|
|
$
2,125,702
|
Total liabilities measured at fair value
|
|
|
$
-
|
|
|
|
|
$
-
|
|
|
|
$
-
|
|
|
|
$
2,125,702
|
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at March 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative and warrant liability
|
|
|
$
-
|
|
|
|
|
$
-
|
|
|
|
$
-
|
|
|
|
$
1,351,129
|
Total liabilities measured at fair value
|
|
|
$
-
|
|
|
|
|
$
-
|
|
|
|
$
-
|
|
|
|
$
1,351,129
|
The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:
|
|
|
Beginning balance as of March 31, 2017
|
|
$
1,351,129
|
Day one loss on derivative liability
|
|
833,543
|
Debt discount
|
|
301,375
|
Reclassification of derivative liability to paid-in capital
|
|
(223,363)
|
Gain on change in derivative liability
|
|
(136,982)
|
Ending balance as of September 30, 2017
|
|
$
2,125,702
|
Convertible Debentures
The derivative liabilities related to the embedded conversion feature were valued using the Black-Scholes option valuation model and the following assumptions on the following dates:
|
|
|
|
|
|
September 30, 2017
|
|
|
Embedded Conversion Feature
|
Risk free interest rate
|
|
1.03% to 1.24%
|
Expected volatility (peer group)
|
|
288.23% to 339.33%
|
Expected life (in years)
|
|
0.5 to 1.00
|
Expected dividend yield
|
|
-
|
Number outstanding
|
|
480,139,937
|
13
NOTE 9 LOSS PER SHARE
The following table presents the computations of basic and dilutive loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
Six months Ended September 30,
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
|
2016
|
Basic net income (loss) per share :
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (income) loss
|
|
|
$
(1,097,563)
|
|
|
|
$
(709,000)
|
|
|
|
$
(1,498,676)
|
|
|
|
$
(1,198,089)
|
Weighted average common shares outstanding
|
|
|
162,245,780
|
|
|
|
11,219,430
|
|
|
|
138,176,263
|
|
|
|
5,749,623
|
Basic net income (loss) per share
|
|
|
$
(0.01)
|
|
|
|
$
(0.06)
|
|
|
|
$
(0.01)
|
|
|
|
$
(0.21)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
$
(1,097,563)
|
|
|
|
$
(709,000)
|
|
|
|
$
(1,498,676)
|
|
|
|
$
(1,198,089)
|
Weighted average common shares outstanding
|
|
|
162,245,780
|
|
|
|
11,219,430
|
|
|
|
138,176,263
|
|
|
|
5,749,623
|
Potential dilutive securities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
Weighted average common shares outstanding diluted
|
|
|
162,245,780
|
|
|
|
11,219,430
|
|
|
|
138,176,263
|
|
|
|
5,749,623
|
Diluted earnings per share
|
|
|
$
(0.01)
|
|
|
|
$
(0.06)
|
|
|
|
$
(0.01)
|
|
|
|
$
(0.21)
|
In the six months ended September 30, 2017 and 2016, common stock equivalents totaling 523,114,620 and 38,198,126 related to warrants and convertible debt, respectively, were excluded from the calculation of the diluted net loss per share as their effect would have been anti-dilutive.
NOTE 10 COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An office space has been leased on a month by month basis.
The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
Consulting Agreements
On December 18, 2015, the Company entered into an advisory services agreement with TCA Global Master Fund (Consultants) for investment banking services. In consideration, the Company shall issue the Consultant $250,000 in the form of restricted shares of the Company common stock. The issuance of shares are subject to an anti-dilution share issuances to the extent the cash proceeds from the share issuances are inadequate to satisfy the $250,000 fee. The Company issued 139,750 shares of common stock at closing valued at a price equal to eighty-five percent (85%) of the average of the lowest daily volume weighted average price of the Common Stock during the five (5) trading days immediately prior to the agreement date. As of September 30, 2017, an additional issuance of 45,454,545 shares with a fair market value of $249,232 are required to satisfy the advisory agreement whereby an additional financing costs has been recorded to common stock payable. The Company recorded $364 and $101,995 of advisory services stock-based financing costs for the six months ended September 30, 2017 and 2016, respectively.
Settlement Agreement with Rockwell Capital Partners
On April 26, 2017, the Company entered into a Settlement Agreement and Stipulation (the Settlement Agreement) with Rockwell Capital Partners, Inc. (Rockwell), pursuant to which the Company agreed to issue common stock to Rockwell in exchange for the settlement of $46,000 (the Settlement Amount) of past-due obligations and accounts payable of the Company. Rockwell purchased the obligations and accounts payable from certain vendors of the Company.
On April 26, 2017, the Circuit Court of the Twelfth Judicial Circuit for Manatee County, Florida (the Manatee Court), entered an order (the Rockwell Order) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the Securities Act), in accordance with a stipulation of settlement, pursuant to the Settlement Agreement between the Company and Rockwell. The Company issued 26,436,500 Settlement shares to Rockwell to reduce certain outstanding liabilities through May 11, 2017 resulting in a loss on debt extinguishment of $79,708. In conjunction with the settlement agreement, the Company issued 4,000,000 shares of common stock at a fair market value of $23,200 to Rockwell for fees related to the Settlement Agreement.
14
Settlement Agreement with Group 10 Holdings, LLC.
On May 23, 2017, the Company entered into a Settlement Agreement and Stipulation (the Settlement Agreement) with Group 10 Holdings, LLC. (Group 10), pursuant to which the Company agreed to issue common stock to Group 10 in exchange for the settlement of $55,000 (the Settlement Amount) of past-due obligations and accounts payable of the Company. Group 10 purchased the obligations and accounts payable from certain vendors of the Company.
On June 19, 2017, the Circuit Court of the Miami-Dade County, Florida, entered an order (the Group 10) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the Securities Act), in accordance with a stipulation of settlement, pursuant to the Settlement Agreement between the Company and Group 10. The transactions was not settled as of September 30, 2017. As of November 6, 2017, the Company issued 26,000,000 Settlement shares to Group 10 to reduce $40,150 of outstanding liabilities.
Deposit for pending acquisition
Proposed Acquisition of Pirate Oilfield Services, Inc.
On September 13, 2017, the Company entered into a Stock Purchase Agreement (the Purchase Agreement) with Pirate Oilfield Services, Inc., to purchase outstanding capital stock of Pirate (the Acquisition) and assume an outstanding bank note to AIM Bank of Odessa, TX of approximately $850,000 and certain other liabilities outstanding. Mammoth Capital, on behalf of the company, paid $100,000 upon the executive of the agreement to be applied against the principal of the bank note. In addition, $20,000 was paid to Red Diamond Resources and $5,000 paid to Advances Energy Capital, LLC. which is capitalized in the Deposit for Pending Acquisition as of September 30, 2017. The purchase and sale was to be held on or before October 31, 2017. Furthermore, upon closing the Company has agreed to pay $107,000 to South West Bank of Odessa, TX and agree to certain assets and liabilities. The transaction was not settled as of September 30, 2017 and the company did not own title to the assets of Pirate Oilfield Services, Inc. and the company did not assume the agreement upon liability to South West Bank of Odessa. Pirate Oilfield Services, Inc. was formed in 2013 and provides oilfield maintenance services in Texas.
In the period after September 30, 2017, the company is considering a change in the agreement to an asset purchase agreement.
The closing of the stock purchase agreement is subject to customary closing conditions, including, without limitation: (1) the completion of business, accounting and legal due diligence investigations; the receipt of all authorizations, consents and approvals of all governmental authorities or agencies, if necessary; (2) the receipt of any required consents of any third parties; the release of any security interests; and (3) delivery of all documents required for the transfer of shares of the Pirate Oilfield Services.
NOTE 11 SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to September 30, 2017 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than those specified below.
TCA Convertible Debenture Agreement
As of September 30, 2017, the six-month term of the agreement has expired and the obligations continues to be outstanding which is a nonpayment of the obligation of the Senior Secured Revolving Credit Facility dated December 18, 2015 (see Note 4).
Convertible Debenture Agreement Chestnut Hill Capital
On October 20, 2017, the Company entered into a convertible note payable with Chestnut Hill Capital, LLC. The $11,000 note payable bears interest at a 10% per annum interest rate. The note matures on October 18, 2018. The note is convertible into shares of common stock at a price equal to a variable conversion price of fifty percent (50%) of the lowest volume-weighted average of the twenty-five (25) days preceding the date of conversion.
Mammoth Capital convertible notes payable
In October and November 2017, the Mammoth Capital converted $29,975 of principal balance of convertible notes payable into 29,500,000 shares of common stock.
Crown Bridge Capital convertible notes payable
In November 2017, the Crown Bridge Capital exercised cashless warrants of 20,940,171 shares of Company common stock, pursuant to a convertible note with Crown Bridge dated March 29, 2017.
15
Furthermore, the Company received the third tranche of $20,125 principal from Crown Bridge on October 31, 2017, as per a convertible note agreement dated March 29, 2017. The note was also issued with a 5-year-warrant to purchase 1,006,250 common stock at an exercise price of $0.02.
Adar Bays convertible notes payable
In November 2017, the Adar Bays, LLC. converted $5,000 of principal balance of convertible notes payable into 7,692,278 shares of common stock.
Settlement Agreement with Group 10 Holdings, LLC.
As of November 6, 2017, the Company issued 26,000,000 Settlement shares to Group 10 to reduce $40,150 of outstanding liabilities.
16
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.