UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2014
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to _____________
Commission file number 000-54000
AUTRIS
(Name of Registrant as specified in its charter)
Nevada (State or Other Jurisdiction of Incorporation or Organization) | | 88-0410480 (IRS Employer Identification Number) | |
|
(310) 430-1388 |
(Registrant's telephone number) |
|
12021 Wilshire Blvd. #234 Los Angeles, CA 90025 |
(Address of principal executive offices) |
Securities registered pursuant to Section 12(b) of the Act: | None |
Securities registered pursuant to Section 12(g) of the Act: | Common Stock, par value $0.001 per share |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ] (Not required)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter: approximately $
1,608,981 at December 31, 2013.
Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date: 42,354,556 shares of common stock as of June 30, 2014.
FORWARD-LOOKING STATEMENT
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words may, could, estimate, intend, continue, believe, expect or anticipate or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any or our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to; increased competitive pressures from existing competitors and new entrants; our ability to efficiently and effectively finance our operations; deterioration in general or regional economic conditions; adverse state or federal legislation or regulation that increases the costs of compliance; ability to achieve future sales levels or other operating results; the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain; changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate; inability to efficiently manage our operations; the inability of management to effectively implement our strategies and business plans; and the other risks and uncertainties detailed in this report.
Throughout this Annual Report on Form 10-K references to we, our, us, the Company, and similar terms refer to AUTRIS.
INDEX TO FORM 10-K
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PART I | | Page |
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Item 1 | Business | 4 |
Item 1A | Risk Factors | 4 |
Item 1B | Unresolved Staff Comments | 4 |
Item 2 | Properties | 4 |
Item 3 | Legal Proceedings | 4 |
Item 4 | Mine Safety Disclosures | 4 |
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PART II |
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Item 5 | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 5 |
Item 6 | Selected Financial Data | 5 |
Item 7 | Managements Discussion and Analysis of Financial Condition and Results of Operations | 6 |
Item 7A | Quantitative and Qualitative Disclosures About Market Risk | 6 |
Item 8 | Financial Statements and Supplementary Data | 6 |
Item 9 | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 6 |
Item 9A | Controls and Procedures | 6 |
Item 9B | Other Information | 6 |
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PART III |
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Item 10 | Directors, Executive Officers and Corporate Governance | 7 |
Item 11 | Executive Compensation | 8 |
Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 8 |
Item 13 | Certain Relationships and Related Transactions, and Director Independence | 9 |
Item 14 | Principal Accounting Fees and Services | 9 |
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PART IV |
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Item 15 | Exhibits, Financial Statement Schedules | 10 |
PART I
Item 1
Business
CORPORATE HISTORY AND BACKGROUND
AUTRIS (the Company) was incorporated in the State of Nevada on February 28, 2008 as Big Sky Productions, Inc. The Company filed a Certificate of Amendment with the Nevada Secretary of State on January 6, 2014 effecting the name change.
BUSINESS
During the quarter ended September 30, 2013, we completed the acquisition of NitroHeat, LLC, a California limited liability company (NitroHeat") from its sole member Anand Derek Naidoo. Mr. Naidoo became our Chief Executive officer, President and Director, as well as remaining Chief Executive Officer of NitroHeat as a result of the acquisition. NitroHeat operates as a wholly-owned subsidiary of the Company.
NitroHeat is an assembler and supplier of nitrogen generators, air filtration systems, compressed air heaters and heated hoses. All assembly is conducted in Wilsonville, Oregon. Heated hoses are also manufactured in the Wilsonville facility. Component manufacturing is outsourced to third party vendors in the USA. Other components are manufactured and sourced from a variety of suppliers within North America, Europe and Asia.
The core client base of NitroHeat are the automotive and industrial paint service providers and include auto collision facilities as well as industrial component manufacturers.
Principal Products
·
NitroMax30 - Nitrogen generators producing 30cfm of 98% pure nitrogen on demand.
·
HeatPro200 Compressed air heater for heating of compressed air or nitrogen up to a maximum of 200F
·
MaxDry200 High performance tri stage filter, membrane dryer and heater used to supply clean dry air for painting and other compressed air applications including powder coating.
·
Heated hoses manufactured at our Wilsonville facility are supplied as a sub component of the HeatPro200 and the MaxDry200
Distribution Methods
All products are supplied on a wholesale basis via a distributor network. Current distributors are as follows:
USA: - New England, Pennsylvania, New York, Florida, Georgia, Alabama, North Carolina, South Carolina, Utah, Nevada, Arizona, California and Ohio
Canada: - Vancouver, Toronto, Calgary, and Edmonton
Holland Amsterdam
Germany Olde
China Shanghai
Competition
We have one competitor that manufactures a similar solution located in Italy.
We believe to have a competitive advantage over their products in that:
NITROHEAT systems are higher performance (produce nitrogen faster and a higher volume),NITROHEAT units are more than 25% less expensiveNITROHEAT offers custom design and build services.
NITROHEAT installation is almost 50% faster
Intellectual Property
We rely on upon intellectual property protection in the following areas:
1.
Unique Nitrogen Membrane
2.
Trade secret heated air hose formula
3.
Heater controls wifi controller
Employees
As of June 30, 2014, the Company had 3 full-time and no part-time employees.
Item 1A
Risk Factors
Not required for a smaller reporting company.
Item 1B
Unresolved Staff Comments
Not required for a smaller reporting company.
Item 2
Properties
The Company leases office and manufacturing space in Wilsonville, Oregon.
Item 3
Legal Proceedings
None.
Item 4
Mine Safety Disclosures
N/A.
PART II
Item 5
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our Common Stock is currently listed to trade in the over-the-counter securities market through OTCQB under the symbol AUTR.
The following table sets forth the quarterly high and low closing prices for our Common Stock for the last two fiscal years. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.
| | |
| Closing Prices ($) |
Quarter Ending | High | Low |
|
|
|
2014 |
|
|
June 30 | 0.30 | 0.10 |
March 31 | 0.18 | 0.12 |
|
|
|
2013 |
|
|
December 31 | 0.12 | 0.12 |
September 30 | 0.12 | 0.12 |
June 30 | 0.08 | 0.08 |
March 31 | 0.15 | 0.08 |
|
|
|
2012 |
|
|
December 31 | 0.25 | 0.12 |
September 30 | 0.25 | 0.25 |
June 30 | 0.25 | 0.07 |
March 31 | 0.07 | 0.07 |
Holders
As of June 30, 2014, we had 97 holders of record of our common stock.
Dividend Policy
The payment of dividends in the future rests within the discretion of our Board of Directors and will depend upon our earnings, capital requirements and financial condition, as well as other relevant factors. We do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business.
Equity Compensation Plan Information
None.
Recent Sales of Unregistered Securities
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 6
Selected Financial Data
Not required for smaller reporting companies.
Item 7
Managements Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
The following discussion of the financial condition and results of operations should be read in conjunction with the financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.
Years ended June 30, 2014 and 2013:
Gross Revenue
2014: $870,354
2013: $791,520
The increase in revenues for 2014 was related to our acquisition of NitroHeat and resulting business in sales of our nitrogen based products.
For 2014 our cost of revenue was $547,067, giving a gross profit of $323,287.
Expenses
2014: $921,778
2013: $246,373
The increase in expenses for 2014 was related to costs associated with our NitroHeat business and professional fees associated with being a public company reporting with the SEC.
Net Profit (Loss)
2014: ($601,198)
2013: $277,842
Liquidity and Financial Condition
As of June 30, 2014, the Company had current assets of $114,162 and current liabilities of $274,999; our cash balance was $65,424.
We anticipate that additional capital will be required to implement our business plan for the next 12 months. In order to obtain the necessary capital, the Company may need to sell additional shares of common stock or borrow funds from private lenders.
Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities as a means of raising additional capital, stockholders may experience dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of common stock.
Summary of Significant Accounting Policies
See Note 2 to our financial statements.
Recent Accounting Pronouncements
See Note 2 to our financial statements.
Off-Balance Sheet Arrangements
None.
Item 7A
Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 8
Financial Statements and Supplementary Data
See F-1 hereto.
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act), are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management, including our Chief Executive and Financial Officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Rules 13a-15(b) and 15d-15(b) under the Exchange Act, requires us to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2012, being the date of our most recently completed fiscal year end. This evaluation was implemented under the supervision and with the participation of our Chief Executive and Financial Officers.
Based on that evaluation, our management, including our Chief Executive and Financial Officers have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are not effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Chief Executive and Financial Officers, as appropriate to allow timely decisions regarding required disclosure.
Managements Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our officers have assessed the effectiveness of our internal controls over financial reporting as of June 30, 2014. In making this assessment, management used the criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon its assessment, management concluded that, as of June 30, 2014, our internal control over financial reporting was not effective.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Changes in Internal Control over Financial Reporting
During the final quarter of the year ended June 30, 2014, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B
Other Information
None.
PART III
Item 10
Directors, Executive Officers and Corporate Governance
Anand Derek Naidoo, 49
Chief Executive Officer, President and Director since October 10, 2013
Mr. Naidoo has been Chief Executive Officer of NitroHeat since 2011. Prior to this, Mr. Naidoo was CEO of Auto Body Speed Shop from 2009 to 2011, and CEO of UDI Group from 2001 to 2009.
Ellis Martin, 58
Chief Financial Officer and Director since inception.
In addition to performing his duties for the Company, from 2000 to present, Mr. Martin has been the Executive Producer of The Opportunity Show and is the President and CEO of the parent corporation, Sol Media International Ltd. Sol Media produces and airs syndicated financial and talk radio programs such as The Opportunity Show heard on radio stations across North America. Prior to this employment Mr. Martin has held a variety of broadcasting positions in California, New York and New Mexico. He has been a member of the Hollywood Screen Actors Guild since 1990. He is a founding director of the New Mexico Film Industry Coalition, as well as the Southwest Playwrights Laboratory.
Relationships
There are no familial relationships among our officers or directors. Our current directors and officers do not serve as a director for any other reporting companies. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to which any of the Companys officers or directors, or any associate of any such officer or director, is a party adverse to the Company.
Director Qualifications
The Company has determined that Mr. Martin is qualified to serve as a director due to his experience in public company markets and obligations.
The Company has determined that Mr. Naidoo is qualified to serve as a director due to his experience in the automotive and paint industries.
Code of Ethics
The Companys Board of Directors has approved a Code of Ethics for management relating to financial disclosures and filings related to future reporting requirements. A copy of the Code of Ethics will be made available to you by contacting the Company at its headquarters.
Board Committees
The Board of Directors has no committees due to its small size. The Board acts as audit committee.
Item 11
Executive Compensation
Name and Principal Position | | Year Ended June 30 | | Salary $ | | Other Annual Compensation $ | | Total $ |
| | | | | | | | |
Ellis Martin | | 2013 | | - | | - | | - |
CFO | | 2014 | | - | | $30,000 | | $30,000 |
| | | | | | | | |
Anand Derek Naidoo | | 2013 | | - | | - | | - |
CEO | | 2014 | | - | | $60,000 | | $60,000 |
Director Compensation
None
Employment Agreements with our Executive Officers
None
Equity Compensation Plans
None.
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table provides the names of each person known to the Company to own more than 5% of the outstanding common stock as of October 8, 2014, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
| | | | | | | | | |
Title of Class | Name and Address of Beneficial Owner | | Amount of Beneficial Ownership | | | Percent of Class* | |
Common Stock | Anand Derek Naidoo |
| 20,000,000 |
|
| 47.22 |
|
Common Stock | Ellis Martin | | | 3,911,381 | | | | 9.23 |
|
Common Stock | D. Brett Whitelaw | | | 3,500,000 | | | | 8.26 |
|
Common Stock | Wolf Capital Corp. |
|
| 2,831,350 |
|
|
| 6.56 |
|
Common Stock | Lindsay Capital Corp. |
|
| 2,579,714 | (1) |
|
| 5.98 |
|
officers/directors as a group |
|
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| 23,911,381 |
|
|
| 56.46 |
|
*The percent of class is based on 42,354,556 shares of common stock issued and outstanding.
(1) As of October 8, 2014 Lindsay Capital Corp has failed to pay for 600,000 of these shares of common stock.
Item 13
Certain Relationships and Related Transactions, and Director Independence
Related Party Transactions
2014
During the year ended June 30, 2014, the Company repaid outstanding loans from related parties totaling $9,865 and received advancements of $131,016. There was a total of $131,016 due to related parties as of June 30, 2014. The loans are non-interest bearing, due on demand and as such are included in current liabilities.
As of June 30, 2014 the Company had accrued executive compensation of $60,000 and $1,904 in accrued imputed interest.
2013 and 2012
During the year ended June 30, 2013 and 2012, the Company received loans from related parties totaling $4,865 and $5,000 to fund operations. The loans were repaid in 2014.
Director Independence
The Company has no independent directors.
Item 14
Principal Accounting Fees and Services
2014:
Our principal accountant for the year ended June 30, 2014 is L.L. Bradford.
Audit Fees:
$25,000
Audit-Related Fees:
$15,000
Tax Fees:
$0
All Other Fees:
$0
2013:
Our principal accountant for the year ended June 30, 2013 was L.L. Bradford.
Audit Fees:
$7,500
Audit-Related Fees:
$3,250
Tax Fees:
$0
All Other Fees:
$0
PART IV
Item 15
Exhibits, Financial Statement Schedules
| |
Number | Exhibit |
|
|
31.1 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2 | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS* | XBRL Instance Document |
101.SCH* | XBRL Taxonomy Extension Schema Document |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
| AUTRIS |
|
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Date: October 14, 2014 | /s/ Anand Derek Naidoo |
| Anand Derek Naidoo, Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | |
Signature | Title | Date |
/s/ Anand Derek Naidoo Anand Derek Naidoo |
Director and Chief Executive Officer |
October 14, 2014 |
/s/ Ellis Martin Ellis Martin |
Director and Chief Financial and Accounting Officer |
October 14, 2014 |
AUTRIS |
(Formerly known as Big Sky Productions, Inc.) |
Financial Statements
June 30, 2014 and 2013
CONTENTS
| Pages |
| |
Reports of Registered Independent Public Accounting Firm | F-1 |
| |
Balance Sheets as of June 30, 2014 and 2013 | F-2 |
| |
Statements of Operations for the years ended June 30, 2014 and 2013 | F-3 |
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Statement of Changes in Stockholders Deficit | F-4 |
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Statements of Cash Flows for the years ended June 30, 2014 and 2013 | F-5 |
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Notes to the Financial Statements | F-6-F-12 |
| |
SLS International, Inc.
Notes to Financial Statements.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Autris
We have audited the accompanying consolidated balance sheets of Autris as of June 30, 2014 and 2013, and the related statements of operations, stockholders deficit, and cash flows for each of the years in the two-year periods ended June 30, 2014. These financial statements are the responsibility of the entitys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial positions of Autris as of June 30, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the two-year periods ended June 30, 2014, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ L.L. Bradford &Company, LLC
Las Vegas, Nevada
October 14, 2014
AUTRIS |
(Formerly known as Big Sky Productions, Inc.) |
CONSOLIDATED BALANCE SHEETS |
(AUDITED) |
| | | | | | |
| | June 30, | | June 30, |
| | 2014 | | 2013 |
ASSETS |
Current assets | | | | | |
| Cash | $ | 65,424 | | $ | 19,323 |
| Accounts receivable | | 23,251 | | | 110,741 |
| Inventory | | 25,487 | | | 85,429 |
Total current assets | | 114,162 | | | 215,493 |
| | | | | | |
| Fixed assets, net of accumulated depreciation | | 26,493 | | | 31,563 |
| | | | | | |
Total assets | $ | 140,655 | | $ | 247,056 |
| | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
| | | | | | |
Current liabilities | | | | | |
| Accounts payable and accrued liabilities | $ | 57,371 | | $ | 17,832 |
| Accrued expense - related party | | 60,000 | | | - |
| Accrued imputed interest - related party | | 1,904 | | | - |
| Note payable, related party, net of discounts of $0 and $913 | | 56,016 | | | - |
Total current liabilities | | 175,291 | | | 17,832 |
| | | | | | |
Stockholders' equity (deficit) | | | | | |
| Common stock, $0.001 par value; 75,000,000 shares authorized; 42354556 and 20,000,000 issued and outstanding at June 30, 2014 and June 30, 2013 | | 42,355 | | | 20,000 |
| Additional paid in capital | | 235,021 | | | - |
| Accumulated deficit | | (312,012) | | | 209,224 |
Total stockholders' equity (deficit) | | (34,636) | | | 229,224 |
| | | | | | |
Total liabilities and stockholders' equity (deficit) | $ | 140,655 | | $ | 247,056 |
See notes to audited consolidated financial statements.
AUTRIS |
(Formerly known as Big Sky Productions, Inc.) |
CONSOLIDATED STATEMENTS OF OPERATIONS |
(AUDITED) |
| | | | | | | |
| | | Year ended June 30, |
| | | 2014 | | 2013 |
Revenue | | $ | 870,354 | | $ | 783,482 |
Cost of revenue | | | 510,421 | | | 266,540 |
Gross profit | | | 359,933 | | | 516,942 |
| | | | | | | |
Operating expenses | | | | | | |
| Professional fees | | | 151,221 | | | 3,798 |
| Consulting fees - related party | | | 99,865 | | | - |
| Depreciation | | | 6,015 | | | 9,104 |
| Travel | | | 107,358 | | | 35,995 |
| Research and development | | | 36,810 | | | 82,990 |
| Promotional and advertising | | | 54,063 | | | 5,919 |
| Bad debt expense | | | 18,700 | | | - |
| General and administrative | | | 346,035 | | | 108,567 |
| Officer Compensation | | | 60,000 | | | - |
Total operating expenses | | | 880,067 | | | 246,373 |
| | | | | | | |
Loss from operations | | | (520,134) | | | 270,569 |
| | | | | | | |
Other income (expense) | | | | | | |
| Interest income | | | 688 | | | 20 |
| Other income | | | - | | | - |
| Interest expense | | | (1,790) | | | - |
Total other income (expense) | | | (1,102) | | | 20 |
| | | | | | | |
Net loss | | $ | (521,236) | | $ | 270,589 |
| | | | | | | |
Net loss per common share | | $ | (0.02) | | $ | 0.01 |
| | | | | | | |
Weighted average shares outstanding | | | 34,350,536 | | | 20,000,000 |
See notes to audited consolidated financial statements.
AUTRIS |
(Formerly known as Big Sky Productions, Inc.) |
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT |
(AUDITED) |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | Additional | | | | Total |
| | | | | | Paid | | | | Stockholders' |
| | Common Shares | | in | | Accumulated | | Equity |
| | Shares | | Amount | | Capital | | Deficit | | (Deficit) |
Balance, July 1, 2012 | | 20,000,000 | | $ 20,000.00 | | $ - | | $ (61,364) | | $ (41,364) |
| | | | | | | | | | |
Net loss | | - | | - | | - | | 270,589 | | 270,589 |
| | | | | | | | | | |
Balance, June 30, 2013 | | 20,000,000 | | $ 20,000 | | $ - | | $ 209,225 | | $ 229,225 |
| | | | | | | | | | |
October 10, 2013 | | | | | | | | | | |
Recapitalization due to reverse merger | | 13,113,381 | | 13,113 | | (124,300) | | - | | (111,187) |
| | | | | | | | | | |
October 15, 2013 | | | | | | | | | | |
Settlement of accounts payable | | 2,062,175 | | 2,062 | | 39,182 | | - | | 41,244 |
| | | | | | | | | | |
November 30, 2013 | | | | | | | | | | |
Issued for services rendered | | - | | - | | 3,333 | | - | | 3,333 |
| | | | | | | | | | |
January 31, 2014 | | | | | | | | | | |
Issued for cash | | 6,039,000 | | 6,039 | | 203,951 | | - | | 209,990 |
| | | | | | | | | | |
March 31, 2014 | | | | | | | | | | |
Issued for cash | | 1,140,000 | | 1,140 | | 112,855 | | - | | 113,995 |
| | | | | | | | | | |
| | | | | | | | | | |
Net loss | | - | | - | | - | | (521,236) | | (521,236) |
| | | | | | | | | | |
Balance, June 30, 2014 | | 42,354,556 | | $ 42,355 | | $ 235,021 | | $ (312,012) | | $ (34,636) |
See notes to audited consolidated financial statements.
|
AUTRIS (Formerly known as Big Sky Productions, Inc.) |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
(AUDITED) |
| | | | | | | |
| | | Year ended June 30, |
| | | 2014 | | 2013 |
Cash flows from operating activities | | | | | |
| Net loss | $ | (521,236) | | $ | 270,589 |
| Adjustments to reconcile net loss to net cash used in operating activities | | | |
| | Depreciation | | 6,015 | | | 9,104 |
| | Shares issued for services | | 41,000 | | | - |
| Changes in operating assets and liabilities | | | | | |
| | Accounts receivable | | 108,023 | | | (110,741) |
| | Inventory | | 167,182 | | | (85,429) |
| | Prepaid expenses and other current asset | | - | | | - |
| | Accounts payable and accrued liabilities | | 30,182 | | | 17,831 |
| | Accrued expense - related party | | 60,000 | | | - |
| | Accrued imputed interest - related party | | 1,904 | | | - |
Net cash used in operating activities | | (106,930) | | | 101,354 |
| | | | | | | |
Cash flows from investing activities | | | | | |
| | Purchase of equipment | | (1,201) | | | (28,306) |
Cash flows from investing activities | | (1,201) | | | (28,306) |
| | | | | | | |
Cash flows from financing activities | | | | | |
| | Bank overdraft | | - | | | (5,252) |
| | Proceeds from notes payable - related party | | 226,904 | | | - |
| | Payments on notes payable - related party | | (170,000) | | | (68,473) |
| | Proceeds from sale of stock | | 323,985 | | | 20,000 |
Net cash provided by financing activities | | 380,889 | | | (53,725) |
| | | | | | | |
| | Net change in cash | | 46,101 | | | 19,323 |
| | Cash at beginning of period | | 19,323 | | | - |
| | Cash at end of period | $ | 65,424 | | $ | 19,323 |
| | | | | | | |
Supplemental disclosure of non-cash investing and financing activities: | | | |
| Common stock issued as settlement of accounts payable | $ | 41,244 | | $ | - |
| Accounts receivable acquired in subsidiary acquisition | $ | 20,533 | | $ | - |
| Inventory acquired in subsidiary acquisition | $ | 107,240 | | $ | - |
| Net equipment acquired in subsidiary acquisition | $ | 30,046 | | $ | - |
| Common stock issued for goodwill | $ | 26,493 | | $ | - |
| | | | | | | |
Supplemental cash flow Information: | | | | | |
| Cash paid for interest | $ | - | | $ | - |
| Cash paid for income taxes | $ | - | | $ | - |
See notes to audited consolidated financial statements.
AUTRIS
(formerly known as Big Sky Productions, Inc.)
Notes to Consolidated Financial Statements
(Audited)
Note 1 Nature of Business
AUTRIS (the Company) was incorporated in the State of Nevada on February 28, 2008 as Big Sky Productions, Inc. The Company filed a Certificate of Amendment with the Nevada Secretary of State on January 6, 2014 effecting the name change.
On October 09, 2013, we acquired 100% of the membership interest of NitroHeat, LLC. Under the membership interest purchase agreement, Autris issued 20,000,000 shares of its common stock to Derek Naidoo (100% membership owner) exchange for 100% of NitroHeat, LLC. For accounting purposes, the acquisition of the NitroHeat, LLC by Autris has been accounted for as a re-capitalization, similar to a reverse acquisition whereby the private company, NitroHeat, LLC, acquired (Autris) due to a change in control. Accordingly, NitroHeat, LLC is considered the acquirer for accounting purposes and thus, the historical financials are primarily that of NitroHeat, LLC As a result of this transaction, Autris changed its business direction and is now a manufacturer and distributor of heated nitrogen system primarily focused towards the spray painting industry.
Note 2 Summary of Significant Accounting Policies
Basis of presentation
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP).
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas requiring the use of estimates include impairment of long lived assets, valuation allowance applied to deferred tax assets and useful lives used in the depreciation of equipment. Actual results could differ from those estimates.
Principles of consolidation
For the year ended June 30, 2014 and June 30, 2013, the consolidated financial statements include the accounts of NitroHeat, LLC and Autris. All significant intercompany balances and transactions have been eliminated. NitroHeat, LLC and Autris will be collectively referred herein to as the Company.
Cash and cash equivalents
All highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of June 30, 2014 and 2013.
AUTRIS
(formerly known as Big Sky Productions, Inc.)
Notes to Consolidated Financial Statements
(Audited)
Accounts receivable
The Company reported balance of accounts receivable, net of the allowance for doubtful accounts, represents our estimate of the amount that ultimately will be realized in cash. The Company reviews the adequacy and adjust its allowance for doubtful accounts on an ongoing basis, using historical payment trends and the age of the receivables and knowledge of its individual customers. However, if the financial condition of our customers were to deteriorate, additional allowances may be required. While estimates are involved, bad debts historically have not been a significant factor given the diversity of its customer base and well established historical payment patterns.
Inventory
Inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value).
Property and equipment
Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.
Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:
| Estimated Useful Lives |
Furniture and Fixtures | 5 - 10 years |
Computer Equipment | 2 - 5 years |
Vehicles | 5 - 10 years |
For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For audit purposes, depreciation is computed under the straight-line method.
Earnings per share
FASB ASC 260, Earnings Per Shareprovides for calculation of "basic" and "diluted" earnings (loss) per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding.
Stock-based compensation
The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.
AUTRIS
(formerly known as Big Sky Productions, Inc.)
Notes to Consolidated Financial Statements
(Audited)
Stock-based compensation, continued
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.
Revenue recognition
The Company's financial statements are prepared under the accrual method of accounting. Revenues are recognized when evidence of an agreement exists, the price is fixed or determinable, collectability is reasonably assured and goods have been delivered or services performed.
Through the acquisition of NitroHeat, the Company derived revenues from the sale of advertising space on its radio program The Ellis Martin Report.The Ellis Martin Reportis a paid news magazine airing on select AM radio stations in the United States. Clients and/or guests compensated the Company for time on this program to expose their business or stories to the listening audience.
Since the acquisition of NitroHeat, the Company derives revenues from the sale of heated nitrogen systems.
Advertising
The Company expenses advertising costs as incurred. The Companys advertising expenses totaled $53,992 and $5,919 for the years ended June 30, 2014 and 2013, respectively.
Research and development
Research and development costs are expensed as incurred. During the years ended June 30, 2014 and 2013 research and development costs were $36,810 and $82,990, respectively.
Income taxes
The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.
AUTRIS
(formerly known as Big Sky Productions, Inc.)
Notes to Consolidated Financial Statements
(Audited)
Income taxes (continued)
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of June 30, 2014, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.
The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.
The Company classifies tax-related penalties and net interest as income tax expense. As of June 30, 2014, no income tax expense has been incurred.
The Company is taxed as a partnership for federal income tax purposes for the year ended June 30, 2013 such that its taxable income or loss is reported on the income tax returns of its members. No provision for income tax expense is provided for in these consolidated financial statements.
Concentration of business and credit risk
The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. The Companys financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains its cash in bank accounts which, may at times, exceed federally-insured limits.
We review a customers credit history before extending credit. As at and for the years ended June 30, 2014 and 2013 there was one individual customer with a balance in excess of 10% of the accounts receivable and there were no customers in excess of 10% of net sales.
Year-end
The Company has adopted June 30, as its fiscal year end.
Recent accounting pronouncements
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Companys financial position, or statements
AUTRIS
(formerly known as Big Sky Productions, Inc.)
Notes to Consolidated Financial Statements
(Audited)
Note 3 Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company incurred a net loss from continuing operations for the year ended June 30, 2014 of $601,198. The Companys net operating loss was primarily related to expenses incurred in connection with its merger activities. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
Note 4 Fixed Assets
| | | | | |
| June 30, 2014 | | June 30, 2013 |
Leasehold improvements | $ | 2,795 | | $ | - |
Computer and video equipment | | 11,265 | | | - |
Machinery | | 35,370 | | | 35,370 |
Furniture and equipment | | 5,091 | | | 5,091 |
Sub Total | $ | 54,521 | | $ | 40,461 |
Accumulated depreciation | | (28,028) | | | (8,898) |
Total | $ | 26,493 | | $ | 31,563 |
Note 5 Related Party Transactions
During the year ended June 30, 2014, the Company repaid outstanding loans from related parties totaling $9,865 and received advancements of $131,016. There was a total of $131,016 due to related parties as of June 30, 2014. The loans are non-interest bearing, due on demand and as such are included in current liabilities.
As of June 30, 2014, the Company had accrued executive compensation of $60,000 and $1,904 in accrued imputed interest.
AUTRIS
(formerly known as Big Sky Productions, Inc.)
Notes to Consolidated Financial Statements
(Audited)
Note 6 StockholdersEquity
Common Stock
The Company is authorized to issue up to 75,000,000 shares of $0.001 par value common stock. The Company has no stock option plan, warrants or other dilutive securities.
During the year ended June 30, 2014:
· The Company completed its acquisition of NitroHeat in exchange for 20,000,000 shares of its common stock which was recorded as a recapitalization because it was a reverse merger.
· The Company issued 2,062,175 shares of common stock as settlement in full of $41,244 of accounts payable, representing the estimated fair value of the shares issued.
· The Company issued 800,000 common shares with an estimated fair value of $16,000 or $0.02 per share in exchange for professional services received during the six month period.
· The Company issued 250,000 shares of its common stock to an individual pursuant to a Consulting Agreement for general business development services received during the second fiscal quarter. The estimated fair value of the shares issued totaled $5,000 and has been recorded as a consulting expense.
· The Company sold a total of 6,039,000 shares of its common stock for cash totaling $209,990 or $0.035 per share.
· The Company sold a total of 1,140,000 shares of its common stock for cash totaling $113,995 or $0.10 per share.
Note 7 Income Taxes
At June 30, 2014, the Company had a federal operating loss carryforward of $601,198, which begins to expire in 2034.
Components of net deferred tax assets, including a valuation allowance, are as follows at June 30, 2014:
| 2014 | |
Deferred tax assets: | | |
Net operating loss carryforward | $ 210,419 | |
Total deferred tax assets | 210,419 | |
Less: Valuation allowance | (210,419) | |
Net deferred tax assets | $ - | |
AUTRIS
(formerly known as Big Sky Productions, Inc.)
Notes to Consolidated Financial Statements
(Audited)
Note 7 Income Taxes (Continued)
The valuation allowance for deferred tax assets as of June 30, 2014 was $210,419, respectively, which will begin to expire 2034. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of June 30, 2014 and maintained a full valuation allowance.
Reconciliation between the statutory rate and the effective tax rate is as follows at June 30, 2014:
| 2014 | |
Federal statutory rate | (35.0)% | |
State taxes, net of federal benefit | (0.00)% | |
Change in valuation allowance | 35.0% | |
Effective tax rate | 0.0% | |
Note 8 Subsequent Events
In July 2014, the Company executed a vehicle lease agreement for a period of 36 months with a monthly amount of $1,117.
In July 2014, the Company executed a lease agreement for a period of 37 months with an initial monthly base rent of $2,200 plus estimated triple net expenses. The Company was required to pay a security deposit of $4,534.
The future minimum lease payments are as follows:
Years Ended June 30, | | |
2015 | | $ 26,400 |
2016 | | 27,060 |
2017 | | 27,872 |
2018 | | 4,668 |
Total | | $ 86,000 |
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a)
I, Ellis Martin, certify that:
1.
I have reviewed this annual report on Form 10-K of AUTRIS;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financing reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
(b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5.
The registrants other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
| |
Date: October 14, 2014 | /s/ Ellis Martin |
| Ellis Martin Chief Financial Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a)
I, Anand Derek Naidoo, certify that:
1.
I have reviewed this annual report on Form 10-K of AUTRIS;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financing reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
(b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5.
The registrants other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
| |
Date: October 14, 2014 | /s/ Anand Derek Naidoo |
| Anand Derek Naidoo Chief Executive Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of AUTRIS (the Company) on Form 10-K for the year ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Ellis Martin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| |
Date: October 14, 2014 | /s/ Ellis Martin |
| Ellis Martin Chief Financial Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of AUTRIS (the Company) on Form 10-K for the year ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Anand Derek Naidoo, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| |
Date: October 14, 2014 | /s/ Anand Derek Naidoo |
| Anand Derek Naidoo Chief Executive Officer |
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