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 year ended September 30, 2015 |
|
OR |
[
] |
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SMARTAG
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Commission
file number: 000- 53792
Nevada |
81-0554149 |
|
(State
or other jurisdiction of
incorporation
or organization) |
(I.R.S.
Employer Identification No.) |
|
|
|
|
3651
Lindell Road Ste D269
Las
Vegas, NV |
89103 |
|
(Address
of principal executive offices) |
(Zip
Code) |
|
Registrant’s
telephone number, including area code:
(702)
589-2179
Securities
registered pursuant to Section 12(b) of the Act:
|
|
Title
of each class |
Name
of each exchange on which registered |
None |
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 Section 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 preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No
[X]
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ]
No [x]
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 the registrant’s 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 filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
Large accelerated
filer [ ] |
Accelerated filer
[ ] |
|
|
|
|
|
|
Non-accelerated
filer [ ] (Do not check if a smaller reporting company) |
Smaller reporting
company [x] |
|
Indicate
by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes [ ] No
[x]
As
of March 31, 2015 (last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market
value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are
not included in such calculation is an affiliate) was approximately $14,654.
As
of February 10, 2016, there were 31,637,151 shares of common stock outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE: None.
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Table
of Contents |
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Part
I |
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Page |
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|
|
Item
1 |
Business |
3 |
Item
1A |
Risk
Factors |
12 |
Item
1B |
Unresolved
Staff Comments |
23 |
Item
2 |
Properties |
23 |
Item
3 |
Legal
Proceedings |
23 |
Item
4 |
Removed
and Reserved |
23 |
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|
Part
II |
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Item
5 |
Market
for Registrant’s Common Equity and Related Stockholder Matters |
24 |
Item
6 |
Selected
Financial Data |
24 |
Item
7 |
Management’s
Discussion and Analysis of Financial Condition and Results of Operations |
25 |
Item
7A |
Quantitative
and Qualitative Disclosure about Market Risk |
27 |
Item
8 |
consolidated
financial statements and Supplementary Data |
28 |
Item
9 |
Changes
in and Disagreements with Accountants on Accounting and Financial Disclosures |
40 |
Item
9A |
Controls
and Procedures |
40 |
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Part
III |
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|
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Item
10 |
Directors,
Executive Officers and Corporate Governance |
42 |
Item
11 |
Executive
Compensation |
45 |
Item
12 |
Security
Ownership of Certain Beneficial Holders and Management and Related Stockholder Matters |
45 |
Item
13 |
Certain
Relationships and Related Transactions, and Director Independence |
46 |
Item
14 |
Principal
Accountant Fees and Services |
47 |
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Part
IV |
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Item
15 |
Exhibits,
Financial Statement Schedules |
49 |
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Signatures |
|
51 |
FORWARD
LOOKING STATEMENTS
This
Form 10-K contains “forward-looking” statements including statements regarding our expectations of our future operations.
For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,”
“anticipate,” “estimate,” or “continue” or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may
differ materially depending on a variety of factors, many of which are not within our control.
These
risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain,
manage, or forecast growth, our ability to successfully make and integrate acquisitions, new product development and introduction,
existing government regulations and changes in, or the failure to comply with, government regulations, adverse publicity, competition,
fluctuations and difficulty in forecasting operating results, change in business strategy or development plans, business disruptions,
the ability to attract and retain qualified personnel, the ability to protect technology, and the risk of foreign currency exchange
rate. Although the forward-looking statements in this report reflect the good faith judgment of our management, such statements
can only be based on facts and factors currently known by them. In light of these risks and uncertainties, you are cautioned not
to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to announce
publicly revisions we make to these forward-looking statements to reflect the effect of events or circumstances that may arise
after the date of this report. All written and oral forward-looking statements made subsequent to the date of this report and
attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.
PART
I
ITEM
1 DESCRIPTION OF BUSINESS
History
and Background
Smartag
International, Inc., a Nevada corporation (“Smartag,” “Company,” “we,” “us,” or
“our”), was formed as Theca Corporation on March 24, 1999 in Colorado. On November 29, 2004, we merged
with Art4Love, Inc., a Delaware corporation, into Art4Love, Inc. a Nevada corporation. Art4love, Inc. attempted to
sell and lease art to companies and individuals from artists’ collections worldwide. On February 109, 2009, Art4Love
changed its name to Smartag International, Inc.
In
September 2013, the Company commenced operations specializing in traceability and mobile payments. We provide food traceability,
RFID solutions, near field communications, track and trace services and micro payment services.
Amongst
the list of accomplishments of the Smartag Group of companies include:
- Smartag
provides innovative solutions and services to various industries in the private and government sectors through Internet and Mobility
applications technologies to deliver our products and services to homes and businesses.
- Smartag
has been selected by government sponsored Multimedia Development Corporation (MDEC) in Malaysia, the mandated organization to
visualize, and drive Digital Malaysia to establish a Trusted Mobile Digital Wallet System based on Near Field Communication for
Mobile Phones.
- Fully
developed Smartrack™ EPCIS (Electronic Product Code Information Services), which culminated in the company receiving the
‘Best of e-Logistics Merit Award’ for Smartrack™ at the MSC Malaysia APICTA Awards 2010, and Merit Winner under
the category of e-Logistics and Supply Chain Management at the Asia Pacific ICT Alliance Awards 2010. Smartrack™ is also
the first in Asia Pacific, and the second in the world to pass all nine (9) conformance test branches conducted by MET Laboratories
Inc. on behalf of GS1 International whereupon Smartrack™ was subsequently awarded with the EPC Global Software Certification
Mark. This allows us to link up multiple supply chain logistics company systems together safely into one traceability system using
RFID and Bar Codes.
- Developed
comprehensive Food Traceability solution from Farm to table, using GPS, Internet and mobility technologies. The solution is suitable
for products like Palm Oil, Frozen meat, high value herbs and health care products.
Overview
Since
2013, Smartag has been actively involved in traceability for the food and beverage industry. Smartag realized a key potential
growth area – healthy beverage products which it can source the raw materials which are of low calories but at the same
time healthy and natural. The US market was overwhelmed with sodas, flavored water and energy drinks, but in recent years, the
demand has been changing towards a healthier alternative.
In
August 2015, Smartag brought in new management led by Mr. Chee Song Yap to lead its efforts in the beverage business by coupling
its traceability technology to give reassurance and recall features. Realizing the key benefits of this rising demand, Smartag
under its subsidiary, Essential Beverage Corp. (“EBC”) launched a refreshing line energy and functional beverage,
Thrivida, that enhances the health of consumers which at the same time enables it to enter the traceable beverage business. http://thrivida.com/
Also,
within the span of 24-36 months, it is our intention to market a range of beverage drinks for the United States and Asia PacificThe
goal: to create exhilarating beverages that are not only a healthier alternative to other drinks, but a new way for consumers
to enjoy vitamin and ingredient enhanced beverages. At the same time, because the need for traceable drinks is increasing in the
United States as well as China, Smartag is well positioned to take its core technology to test out in its own line of beverages
worldwide.
In
November 2015, Smartag signed an agreement with Bobby Tang Siu Ki and Yang Ye Cai, the co-owners and founders of Shenzhen Shen
Nan Shun Technology Co. Ltd (“SSNST”), a company based in Shenzhen, China which is involved in e-commerce trading
on e-Bay, Amazon and Alipay platforms. Using the expertise of SSNST, Smartag will establish a minority owned Hong Kong venture
to develop an e-Commerce trading, procurement, collection and distribution platform. When the joint venture is completed, the
joint venture will be able to offer additional products including Electronic items. LED lighting, Outdoor sports equipment, Beauty
products and cosmetics, vehicles accessories and bicycles.
Products
The
products, Thrivida Sports Water, Thrivida Enhanced and Thrivida Elite are premium brands with only the highest quality ingredients
and packaging. The Company is dedicated to providing delicious health-based beverage alternatives. It provides the perfect solution
for consumers who are searching for healthier alternatives to soft drinks, but are not satisfied with the “flat” flavored
waters that simply don’t deliver on taste.
![](http://www.sec.gov/Archives/edgar/data/1469207/000130841116000160/image_001.jpg)
Thrivida
is ideal for multiple retail channels, including: conventional grocery, drug, club-stores, mass, and convenience retailers. It
offers a conveniently packaged, good tasting, healthy beverage that is certain to be welcomed by consumers of all ages.
![](http://www.sec.gov/Archives/edgar/data/1469207/000130841116000160/image_002.jpg)
Range
of Thrivida Products
RTD
Vitamin and Mineral Enhanced “healthy beverages” are driving a powerful shift in the global beverage market. First
of its type to combine unique trace minerals and vitamins with a good tasting flavor profile that gives us a first mover advantage,
unmatched brand and product quality. The Company is well positioned to take advantage of multiple fast growing segments of the
beverage category and specifically offer a healthier, good tasting alternative to consumers.
Thrivida
Sport Water
Brand
Name: |
Thrivida
Sport Water
|
Drink
Type: |
Alkaline
Water / 7.8 pH
|
About
the Brand |
Becoming
a leading force in the ultra-premium water beverage category. Building brand focused on the art and science
of healthy hydration for both the general consumer and those seeking performance assisted hydration.
Strategic product growth through innovative formula and processing. Alternatives and co-branding both
domestically and internationally. Continued commitment to quality and excellence in every bottle.
|
Vision |
Thrivida
Sport Water environment impact is primarily focused on making a Better Tomorrow. Hydrating people one bottle at a time
and ensuring purity.
|
Target
Audience |
Fitness
Enthusiasts, Health Conscious men & women, school children
|
![](http://www.sec.gov/Archives/edgar/data/1469207/000130841116000160/image_003.jpg)
Thrivida
Sport Water
Thrivida
Elite Sport
Brand
Name: |
Thrivida
Elite Sport |
Drink
Type: |
Functional
Sport Beverage infused with Electrolytes |
About
the Brand: |
Exclusive
Beverage Distribution For New York City Public Schools
•
1,400 locations
•
1.2 Million Students
•
Only 10 Calories
•
Retail sales to help fund Sports, Music and Arts Programs at city schools |
Target
Audience: |
School
Children K-12 |
Flavours: |
Lemonade,
Berry, Grape & Orange |
![](http://www.sec.gov/Archives/edgar/data/1469207/000130841116000160/image_004.jpg)
Elite
Sport specially for schools
![](http://www.sec.gov/Archives/edgar/data/1469207/000130841116000160/image_005.jpg)
12oz
for public
Thrivida
Essentials
Brand
Name: |
Thrivida
Essentials |
Drink
Type: |
Enhanced
Beverage with 72 Trace Minerals |
About
the Brand |
A
line of refreshing beverages designed to keep your body and mind function. Essentials helps your body operate in top form
with the benefits of natural fulvic minerals, plant minerals, magnesium, iron and other essential minerals. Numerous medical
studies show the benefits of Fulvic minerals, Magnesium and the other minerals in the body. |
Target
Audience |
Active
& Healthy lifestyle enthuses |
Flavours |
Energy
– Orange Tangerine
Relaxation
– Cucumber Lime
Anti-Aging
– Fruit Punch
Healthy
Heart – Omega Berry
Immune
- Lemonade |
Distribution |
Supermarkets,
Hospitals, Drug Stores, Schools & Military |
![](http://www.sec.gov/Archives/edgar/data/1469207/000130841116000160/image_006.jpg)
Essentials
Relax, Focus and Energy
Target
Consumers for Thrivida
Thrivida
Sports Water’s enhanced beverages appeal to a broad cross section of U.S. consumers by providing them with delicious and
healthier alternative to conventional beverages like sodas.
Students:
Thrivida Elite is a perfect solution for students of all ages. Its low calorie content, and health enhancing ingredients is ideal
for young students who are increasingly fighting with weight and illness issues based on unhealthy diets. The energy enhancing
drink is ideal for high school and college students who need energy during the day or a pick-me- up while studying.
Young
Adults: Young men and women between 21 and 35 years of age often look for innovative food and beverage products to improve their
diet, but they want something that tastes good. They want a product that is not only healthy for them but that they enjoy drinking.
Young adults lead active lifestyles and want/need beverages that are convenient, delicious and provide functional benefits.
Older
Adults: Men and women 36 years of age and older are proactively looking for ways to improve their diet for the specific purpose
of improving their health and preventing physical and mental ailments. Beverages like Thrivida Enhanced are a smart choice for
these consumers as a substitute for soft drinks or coffee. Thrivida offers superior taste to other conventional offerings.
Parents:
there is a need for a good tasting, beneficial drink for children and parents will encourage their children to drink Thrivida
Elite. It is a convenient way to serve a treat to children while giving them the essential vitamins and minerals for a healthy,
growing body.
Marketing
Creating
brand awareness is key in gaining increased distribution. EBC will advertise using diverse strategic marketing campaigns based
on its product line description. Thrivida Sport Water will focus on sports and entertainment marketing in support of community
based organizations, whereas Thrivida Elite Sport 12oz embodies Education based initiatives in support of public school sports,
music and arts programs. The Thrivida Essentials Sport 16oz will focus on health & wellness opportunity’s and government
or state contracts. The below brand awareness campaigns have been identified for the next three to 6 months of promotion.
We
believe radio advertisements have the fastest outreach to consumers and creating brand awareness. The radio advertisement will
continue and will be modified to include the other products.
Thrivida
will also tap into the growing Social Media platform connecting with sites such as Facebook, Twitter etc. It allow for a dialogue
to develop with Thrivida fans so they can follow our event activities, stores we sell in, and promotional programs.
Regulation
The
advertising, distribution, labeling, production, safety, sale, and transportation in the United States of our product will be
subject to: the Federal Food, Drug, and Cosmetic Act; the Federal Trade Commission Act; the Lanham Act; state consumer protection
laws; competition laws; federal, state and local workplace health and safety laws; various federal, state and local environmental
protection laws; and various other federal, state and local statutes and regulations.
Legal
requirements apply in many jurisdictions in the United States requiring that deposits or certain ecotaxes or fees be charged for
the sale, marketing, and use of certain non-refillable beverage containers. The precise requirements imposed by these measures
vary. Other types of statutes and regulations relating to beverage container deposits, recycling, ecotaxes and/or product stewardship
also apply in various jurisdictions in the United States. We anticipate that additional, similar legal requirements may be proposed
or enacted in the future at the local, state and federal levels in the United States.
Any
third-party bottling facility that we may choose to utilize in the future and any other such operations will be subject to various
environmental protection statutes and regulations, including those relating to the use of water resources and the discharge of
wastewater. It will be our policy to comply with any and all such legal requirements. Compliance with these provisions has not
had, and we do not expect such compliance to have, any material adverse effect on our capital expenditures, net income or competitive
position.
Competition
The
beverage industry is extremely competitive. The principal areas of competition include pricing, packaging, development of new
products and flavors, and marketing campaigns. Our product will be competing directly with a wide range of drinks produced by
a relatively large number of manufacturers. Most of these brands have enjoyed broad, well-established national recognition for
years, through well-funded ad and other marketing campaigns. In addition, companies manufacturing these products generally have
far greater financial, marketing, and distribution resources than we have.
Important
factors that will affect our ability to compete successfully include the continued public perception of the benefits of alkaline
water, taste and flavor of our product, trade and consumer promotions, the development of new, unique and cutting edge products,
attractive and unique packaging, branded product advertising, pricing, and the success of our distribution network.
We
will also be competing to secure distributors who will agree to market our product over those of our competitors, provide stable
and reliable distribution, and secure adequate shelf space in retail outlets. The extremely competitive pressures within the beverage
categories could result in our product never even being introduced beyond what they can market locally themselves.
Our
product will compete generally with all liquid refreshments, including bottled water and numerous specialty beverages, such as
SoBe, Snapple, Arizona, Vitamin Water, Gatorade, and Powerade. We will compete directly with other alkaline water producers and
brands focused on the emerging alkaline beverage market including Eternal, Essentia, Icelandic, Real Water, Aqua Hydrate, Mountain
Valley, Qure, Penta, and Alka Power.
Intellectual
Property
Where
available, we intend to obtain trademark protection in the United States for a number of trademarks for slogans and product designs.
We intend to aggressively assert our rights under trade secret, unfair competition, trademark and copyright laws to protect our
intellectual property, including product design, product research and concepts and recognized trademarks. These rights are protected
through the acquisition of patents and trademark registrations, the maintenance of trade secrets, the development of trade dress,
and, where appropriate, litigation against those who are, in our opinion, infringing these rights. The trademark for Thrivida
has been approved and is currently active.
While
there can be no assurance that registered trademarks will protect our proprietary information, we intend to assert our intellectual
property rights against any infringer. Although any assertion of our rights could result in a substantial cost to, and diversion
of effort by, our company, management believes that the protection of our intellectual property rights will be a key component
of our sales and operating strategy.
Seasonality
The
sales of our products are influenced to some extent by weather conditions in the markets in which we operate. Unusually cold or
rainy weather during the summer months may have a temporary effect on the demand for our product and contribute to lower sales,
which could have an adverse effect on our results of operations for such periods.
Principal
Executive Offices
Our
principal executive offices are currently located at 3651 Lindell Road Ste D269, Las Vegas, NV 89103. Our telephone numbers are
+1(702) 589-2179. We believe our facilities are inadequate to meet our current and near-term needs for the next twelve months
and we intend to lease premises within the state of California or Nevada within this period.
Insurance
We
do not currently maintain property, business interruption and casualty insurance. We intend to obtain such insurance in accordance
with customary industry practices.
Employees
As
of September 30, 2015, we had 3 full-time and 12 part-time consultants. Since inception, we have never had a work stoppage, and
our employees are not represented by labor unions. We consider our relationship with our employees to be positive.
Legal
Proceedings
We
are not involved in any legal proceedings
Corporate
Information.
(1)
To the extent required by federal and state law, the Company will deliver an annual report to security holders.
(2)
The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the
Exchange Act.
(3)
The public may read and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F. Street,
N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC
at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.
The
following important factors, and the important factors described elsewhere in this report or in our other filings with the SEC,
could affect (and in some cases have affected) our results and could cause our results to be materially different from estimates
or expectations. Other risks and uncertainties may also affect our results or operations adversely. The following and these other
risks could materially and adversely affect our business, operations, results or financial condition.
An
investment in the Company is highly speculative in nature and involves an extremely high degree of risk.
We
have a history of net losses and will not achieve or maintain profitability.
We
have a history of incurring losses from operations. As of September 30, 2015, we had an accumulated deficit of approximately
$2,772,190, of which approximately $1,164,967 was incurred prior to the cessation of the previous operating business on December
31, 2006. We anticipate that our existing cash and cash equivalents will be sufficient to fund our business needs in
the near term. Our ability to continue may prove more expensive than we currently anticipate and we may incur significant additional
costs and expenses in connection with the launching of our business.
We
depend on key personnel to manage our business effectively, and, if we are unable to hire, retain or motivate qualified personnel,
our ability to design, develop, market and sell our systems could be harmed.
The
loss of the services of any of our key personnel may seriously harm our business, financial condition and results of operations.
In addition, the inability to attract or retain qualified personnel, or delays in hiring required personnel, particularly operations,
finance, accounting, sales and marketing personnel, may also seriously harm our business, financial condition and results of operations.
Our ability to attract and retain highly skilled personnel will be a critical factor in determining whether we will be successful
in the future.
We
will continue to incur the expenses of complying with public company reporting requirements.
We
have an obligation to continue to comply with the applicable reporting requirements of the Exchange Act which includes the filing
with the SEC of periodic reports, proxy statements and other documents relating to our business, financial conditions and other
matters, even though compliance with such reporting requirements is economically burdensome.
Our
business is difficult to evaluate because we have no recent operating history.
As
the Company has minimal operating history, revenue and assets, there is a risk that we will be unable to continue as a going concern.
We have no significant assets or financial resources except for the financial support from our holding company
Our
consolidated financial statements indicate conditions exist that raise substantial doubt as to whether we will continue as a going
concern.
Our
audited consolidated financial statements for the year ended September 30, 2015 indicate conditions exist that raise substantial
doubt as to whether we will continue as a going concern. Our continuation as a going concern is dependent upon our ability to
obtain financing to fund the continued development of products and working capital requirements.
Changes
in the regulatory food safety requirements could adversely affect our business, financial condition or results of operations.
Our
operations are subject to varying degrees of regulation by the FDA, other federal, state and local regulatory agencies and legislative
bodies and their equivalent counter parts in other countries. Adverse decisions or new or amended regulations or mandates adopted
by any of these regulatory or legislative bodies could negatively impact our operations by, among other things, causing unexpected
or changed capital investments, lost revenues, increased costs of doing business, and could limit our ability to engage in certain
sales or marketing activities.
Our
products and networked platforms may be dependent on other third party software or networks which may contain defects or software
errors, which could result in damage to our reputation, lost revenue, diverted development resources and increased service costs,
warranty claims, and litigation
We
warrant that our products will be free of defect for various periods of time, depending on the product. In addition, certain of
our contracts include epidemic failure clauses. If invoked, these clauses may entitle the customer to return or obtain credits
for products and inventory, or to cancel outstanding purchase orders even if the products themselves are not defective.
We
must develop our products and networked platforms quickly to keep pace with the rapidly changing market, and we have a history
of frequently introducing new products. Products and services as sophisticated as ours could contain undetected errors or defects,
especially when first introduced or when new models or versions are released. In general, our products may not be free from errors
or defects after commercial shipments have begun, which could result in damage to our reputation, lost revenue, diverted development
resources, increased customer service and support costs, warranty claims, and litigation.
Our
products are highly technical, and some of our software relies on third party technologies including open source software, so
if integration or incompatibility issues arise with these technologies, these technologies become unavailable or our products
contain errors, defects or security vulnerabilities, our product and services development may be delayed, our reputation could
be harmed and our business could be adversely affected
Our
products, including our software products, are highly technical and complex and, when deployed, may contain errors, defects or
security vulnerabilities. Some errors in our products may only be discovered after a product has been installed and used by customers.
In addition, we rely on software that we license from third parties, including software that is integrated with internally developed
software and used in our products to perform key functions. Errors, viruses or bugs may also be present in software that
we license from third parties and incorporate into our products or in third party software that our customers use in conjunction
with our software. In addition, our customers’ proprietary software and network firewall protections may corrupt data
from our products and create difficulties in implementing our solutions. Changes to third party software that our customers
use in conjunction with our software could also render our applications inoperable. Any errors, defects or security vulnerabilities
in our products or any defects in, or compatibility issues with, any third party software or customers’ network environments
discovered after commercial release could result in loss of revenues or delay in revenue recognition, loss of customers, theft
of our trade secrets, data or intellectual property and increased service and warranty cost, any of which could adversely affect
our business, financial condition and results of operations. Undiscovered vulnerabilities in our products alone or in combination
with third party software could expose them to hackers or other unscrupulous third parties who develop and deploy viruses, worms,
and other malicious software programs that could attack our products. Actual or perceived security vulnerabilities in our products
could harm our reputation and lead some customers to return products, to reduce or delay future purchases or use competitive products.
The
third party software licenses we rely upon may not continue to be available to us on commercially reasonable terms, or at all,
and the software may not be appropriately supported, maintained or enhanced by the licensors, resulting in development delays. Some
of these software licenses are subject to annual renewals at the discretion of the licensors. In many cases, if we were to
breach a provision of these license agreements, the licensor could terminate the agreement immediately. We license technologies
and patents underlying some of our software from third parties, and the loss of these licenses could have a material adverse effect
on our business. The loss of licenses to, or inability to support, maintain and enhance, any such third party software could
result in increased costs, or delays in software releases or updates, until such issues have been resolved. This could have a
material adverse effect on our business, financial condition, results of operations, cash flows and future prospects.
We
also incorporate open source software into our products. Although we monitor our use of open source closely, the terms of many
open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a
manner that could impose unanticipated conditions or restrictions on our ability to market or sell our products or to develop
new products. In such event, we could be required to seek licenses from third-parties in order to continue offering our products,
to disclose and offer royalty-free licenses in connection with our own source code, to re-engineer our products or to discontinue
the sale of our products in the event re-engineering cannot be accomplished on a timely basis, any of which could adversely affect
our business.
The
volatility of our stock price could adversely affect an investment in our common stock
The
market price of our common stock has been, and may continue to be, highly volatile. We believe that a variety of factors could
cause the price of our common stock to fluctuate, perhaps substantially, including:
• |
announcements
and rumors of developments related to our business or the industry in which we compete, |
• |
quarterly
fluctuations in our actual or anticipated operating results and order levels, |
• |
general
conditions in the worldwide economy, |
• |
acquisition
announcements, |
• |
new
products or product enhancements by us or our competitors, |
• |
developments
in patents or other intellectual property rights and litigation, |
• |
developments
in our relationships with our customers and suppliers, and |
• |
any
significant acts of terrorism. |
|
|
|
In
addition, in recent years the stock market in general and the markets for shares of “high-tech” companies in particular,
have experienced extreme price fluctuations which have often been unrelated to the operating performance of affected companies.
Any such fluctuations in the future could adversely affect the market price of our common stock, and the market price of our common
stock may decline.
Our
information systems or those of our outside vendors may be subject to disruption, delays or security incidents that could adversely
impact our customers and operations
We
rely on our information systems and those of third parties for things such as processing customer orders, delivery of products,
providing services and support to our customers, billing and tracking our customers, hosting and managing customer data, and otherwise
running our business. Any disruption in our information systems and those of the third parties upon whom we rely could have a
significant impact on our business.
A
security incident in our own systems or the systems of our third party providers may compromise the confidentiality, integrity,
or availability of our own internal data, the availability of our products and websites designed to support our customers, or
our customer data. Unauthorized access to our proprietary business information or customer data may be obtained through break-ins,
breach of our secure network by an unauthorized party, employee theft or misuse, breach of the security of the networks of our
third party providers, or other misconduct. It is also possible that unauthorized access to customer data may be obtained through
inadequate use of security controls by customers. While our products and services provide and support strong password controls,
IP restriction and other security mechanisms, the use of such mechanisms are controlled in many cases by our customers.
We
may also experience delays or interruptions caused by a number of factors, including access to the internet, the failure of our
network or software systems, or significant variability in visitor traffic on our product websites. It is also possible that hardware
or software failures or errors in our systems, or in those of our third party providers, could result in data loss or corruption
or cause the information that we collect to be incomplete or contain inaccuracies that our customers regard as significant. These
failures and interruptions could harm our reputation and cause us to lose customers.
Although
our systems have been designed around industry-standard architectures to reduce downtime in the event of outages or catastrophic
occurrences, they remain vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures,
terrorist attacks, cyber-attacks, computer viruses, computer denial-of-service attacks, human error, hardware or software defects
or malfunctions (including defects or malfunctions of components of our systems that are supplied by third-party service providers),
and similar events or disruptions. Some of our systems are not fully redundant, and our disaster recovery planning is not sufficient
for all eventualities. Our systems are also subject to break-ins, sabotage, and intentional acts of vandalism. Despite any precautions
we may take, the occurrence of a natural disaster, a decision by any of our third-party hosting providers to close a facility
we use without adequate notice for financial or other reasons, or other unanticipated problems at our hosting facilities could
cause system interruptions and delays, and result in loss of critical data and lengthy interruptions in our services.
Our
global operations expose us to risks and challenges associated with conducting business internationally, and our results of operations
may be adversely affected by our efforts to comply with U.S. laws which apply to international operations, such as the Foreign
Corrupt Practices Act and US export control laws, as well as the laws of other countries.
We
operate on a global basis with offices or activities in Asia, the Middle East, and North America. We face several risks inherent
in conducting business internationally, including compliance with international and U.S. laws and regulations that apply to our
international operations. These laws and regulations include data privacy requirements, labor relations laws, tax laws, anti-competition
regulations, import and trade restrictions, export control laws, U.S. laws such as export control laws and the FCPA, and
similar laws in other countries which also prohibit corrupt payments to governmental officials or certain payments or remunerations
to customers. Many of our products are subject to U.S. export law restrictions that limit the destinations and types of customers
to which our products may be sold, or require an export license in connection with sales outside the United States. Given the
high level of complexity of these laws, there is a risk that some provisions may be inadvertently breached, for example through
fraudulent or negligent behavior of individual employees, our failure to comply with certain formal documentation requirements
or otherwise. Also, we may be held liable for actions taken by our local partners. Violations of these laws and regulations
could result in fines, criminal sanctions against us, our officers or our employees, and prohibitions on the conduct of our business.
Any such violations could include prohibitions on our ability to offer our products in one or more countries and could materially
damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business
and our operating results.
In
addition, we operate in many parts of the world that have experienced significant governmental corruption to some degree and,
in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. We may be subject
to competitive disadvantages to the extent that our competitors are able to secure business, licenses or other preferential treatment
by making payments to government officials and others in positions of influence or through other methods that U.S. law and regulations
prohibit us from using. Our success depends, in part, on our ability to anticipate these risks and manage these difficulties.
In
addition to the foregoing, engaging in international business inherently involves a number of other difficulties and risks, including:
• |
longer
payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems, |
• |
political
and economic instability, |
• |
potentially
adverse tax consequences, tariffs, customs charges, bureaucratic requirements and other trade barriers, |
• |
difficulties
and costs of staffing and managing foreign operations, |
• |
difficulties
protecting or procuring intellectual property rights, and |
• |
fluctuations
in foreign currency exchange rates. |
These
factors or any combination of these factors may adversely affect our revenue or our overall financial performance.
Risks
Related to the Beverage Industry
Changes
in the non-alcoholic beverage business environment and retail landscape could adversely impact our financial results.
The
non-alcoholic beverage business environment is rapidly evolving as a result of, among other things, changes in consumer preferences,
including changes based on health and nutrition considerations and obesity concerns; shifting consumer tastes and needs; changes
in consumer lifestyles; and competitive product and pricing pressures. In addition, the non-alcoholic beverage retail landscape
is very dynamic and constantly evolving, not only in emerging and developing markets, where modern trade is growing at a faster
pace than traditional trade outlets, but also in developed markets, where discounters and value stores, as well as the volume
of transactions through e-commerce, are growing at a rapid pace. If we are unable to successfully adapt to the rapidly changing
environment and retail landscape, our share of sales, volume growth and overall financial results could be negatively affected.
Intense
competition and increasing competition in the commercial beverage market could hurt our business.
The
commercial retail beverage industry, and in particular its non-alcoholic beverage segment, is highly competitive. Market participants
are of various sizes, with various market shares and geographical reach, some of whom have access to substantially more sources
of capital.
We
compete generally with all liquid refreshments, including bottled water and numerous specialty beverages, such as: SoBe; Snapple;
Arizona; Vitamin Water; Gatorade; and Powerade.
We
compete indirectly with major international beverage companies including but not limited to: the Coca-Cola Company; PepsiCo, Inc.;
Nestlé; Dr Pepper Snapple Group; Groupe Danone; Kraft Foods Group, Inc.; and Unilever. These companies have established
market presence in the United States, and offer a variety of beverages that are substitutes to our product. We face potential
direct competition from such companies, because they have the financial resources, and access to manufacturing and distribution
channels to rapidly enter the sports water market.
As
a result of both direct and indirect competition, our ability to successfully distribute, market and sell our product, and to
gain sufficient market share in the United States to realize profits may be limited, greatly diminished, or totally diminished,
which may lead to partial or total loss of your investments in our company.
Alternative
non-commercial beverages or processes could hurt our business.
The
availability of non-commercial beverages, such as tap water, and machines capable of producing flavored water at the consumer’s
home or at store-fronts could hurt our business, market share, and profitability.
Our
growth and profitability depends on the performance of third-parties and our relationship with them.
Our
distribution network and its success depend on the performance of third parties. Any non-performance or deficient performance
by such parties may undermine our operations, profitability, and result in total loss to your investment. To distribute our product,
we use a broker-distributor-retailer network whereby brokers represent our products to distributors and retailers who will in
turn sell our product to consumers. The success of this network will depend on the performance of the brokers, distributors and
retailers of this network. There is a risk that a broker, distributor, or retailer may refuse to or cease to market or carry our
product. There is a risk that the mentioned entities may not adequately perform their functions within the network by, without
limitation, failing to distribute to sufficient retailers or positioning our product in localities that may not be receptive to
our product. Furthermore, such third-parties’ financial position or market share may deteriorate, which could adversely
affect our distribution, marketing and sale activities. We also need to maintain good commercial relationships with third-party
brokers, distributors and retailers so that they will promote and carry our product. Any adverse consequences resulting from the
performance of third-parties or our relationship with them could undermine our operations, profitability and may result in total
loss of your investment.
The
loss of one or more of our major customers or a decline in demand from one or more of these customers could harm our business.
We
have a few major customers. There can be no assurance that such customers will continue to order our products in the same level
or at all. A reduction or delay in orders from such customers, including reductions or delays due to market, economic or competitive
conditions, could have a material adverse effect on our business, operating results and financial condition.
Water
scarcity and poor quality could negatively impact our production costs and capacity.
Water
is the main ingredient in our product. It is also a limited resource, facing unprecedented challenges from overexploitation, increasing
pollution, poor management, and climate change. As demand for water continues to increase, as water becomes scarcer, and as the
quality of available water deteriorates, we may incur increasing production costs or face capacity constraints that could adversely
affect our profitability or net operating revenues in the long run.
Increase
in the cost, disruption of supply or shortage of ingredients, other raw materials or packaging materials could harm our business.
We
and our bottlers will use water, various ingredients, packaging materials for bottles such as plastic and paper products. The
prices for these ingredients, other raw materials and packaging materials fluctuate depending on market conditions. Substantial
increases in the prices of our or our bottlers’ ingredients, other raw materials and packaging materials, to the extent
they cannot be recouped through increases in the prices of finished beverage products, would increase our operating costs and
could reduce our profitability. Increases in the prices of our finished products resulting from a higher cost of ingredients,
other raw materials and packaging materials could affect the affordability of our product and reduce sales.
An
increase in the cost, a sustained interruption in the supply, or a shortage of some of these ingredients, other raw materials,
or packaging materials and containers that may be caused by a deterioration of our or our bottlers’ relationships with suppliers;
by supplier quality and reliability issues; or by events such as natural disasters, power outages, labor strikes, political uncertainties
or governmental instability, or the like, could negatively impact our net revenues and profits.
Changes
in laws and regulations relating to beverage containers and packaging could increase our costs and reduce demand for our products.
We
and our bottlers intend to offer our product in nonrefillable, recyclable containers in the United States. Legal requirements
have been enacted in various jurisdictions in the United States requiring that deposits or certain ecotaxes or fees be charged
for the sale, marketing and use of certain nonrefillable beverage containers. Other proposals relating to beverage container deposits,
recycling, ecotax and/or product stewardship have been introduced in various jurisdictions in the United States and overseas,
and we anticipate that similar legislation or regulations may be proposed in the future at local, state and federal levels in
the United States. Consumers’ increased concerns and changing attitudes about solid waste streams and environmental responsibility
and the related publicity could result in the adoption of such legislation or regulations. If these types of requirements are
adopted and implemented on a large scale in the geographical regions in which we operate or intend to operate, they could affect
our costs or require changes in our distribution model, which could reduce our net operating revenues or profitability.
Significant
additional labeling or warning requirements or limitations on the availability of our product may inhibit sales of affected products.
Various
jurisdictions may seek to adopt significant additional product labeling or warning requirements or limitations on the availability
of our product relating to the content or perceived adverse health consequences of our product. If these types of requirements
become applicable to our product under current or future environmental or health laws or regulations, they may inhibit sales of
our product.
Unfavorable
general economic conditions in the United States could negatively impact our financial performance.
Unfavorable
general economic conditions, such as a recession or economic slowdown, in the United States could negatively affect the affordability
of, and consumer demand for, our product in the United States. Under difficult economic conditions, consumers may seek to reduce
discretionary spending by forgoing purchases of our products or by shifting away from our beverages to lower-priced products offered
by other companies. Consumers may also cease purchasing bottled water and consume tap water. Lower consumer demand for our product
in the United States could reduce our profitability.
Adverse
weather conditions could reduce the demand for our products.
The
sales of our products are influenced to some extent by weather conditions in the markets in which we operate. Unusually cold or
rainy weather during the summer months may have a temporary effect on the demand for our product and contribute to lower sales,
which could have an adverse effect on our results of operations for such periods.
Changes
in, or failure to comply with, the laws and regulations applicable to our products or our business operations could increase our
costs or reduce our net operating revenues.
The
advertising, distribution, labeling, production, safety, sale, and transportation in the United States of our product will be
subject to: the Federal Food, Drug, and Cosmetic Act; the Federal Trade Commission Act; the Lanham Act; state consumer protection
laws; competition laws; federal, state, and local workplace health and safety laws, such as the Occupational Safety and Health
Act; various federal, state and local environmental protection laws; and various other federal, state, and local statutes and
regulations. Legal requirements also apply in many jurisdictions in the United States requiring that deposits or certain ecotaxes
or fees be charged for the sale, marketing, and use of certain non-refillable beverage containers. The precise requirements imposed
by these measures vary. Other types of statutes and regulations relating to beverage container deposits, recycling, ecotaxes and/or
product stewardship also apply in various jurisdictions in the United States. We anticipate that additional, similar legal requirements
may be proposed or enacted in the future at the local, state and federal levels in the United States. Changes to such laws and
regulations could increase our costs or reduce our net operating revenues.
In
addition, failure to comply with environmental, health or safety requirements and other applicable laws or regulations could result
in the assessment of damages, the imposition of penalties, suspension of production, changes to equipment or processes, or a cessation
of operations at our or our bottlers’ facilities, as well as damage to our image and reputation, all of which could harm
our profitability.
Risks
Related to Our Stock
Because
our common stock is considered a "penny stock" any investment in our common stock is considered to be a high-risk investment
and is subject to restrictions on marketability.
Our
common stock is currently traded on the OTC Markets and OTC Bulletin Board and is considered a "penny stock." The OTC
Markets and OTC Bulletin Board are generally regarded as a less efficient trading market than the NASDAQ Capital Market.
The
SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny
stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such
securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which
specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker-dealer
also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer and any
salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's
account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those
rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing
the trading activity in the secondary market for our common stock.
Since
our common stock is subject to the regulations applicable to penny stocks, the market liquidity for our common stock could be
adversely affected because the regulations on penny stocks could limit the ability of broker-dealers to sell our common stock
and thus your ability to sell our common stock in the secondary market. There is no assurance our common stock will
be quoted on NASDAQ or the NYSE or listed on any exchange, even if eligible.
We
have additional securities available for issuance, including preferred stock, which if issued could adversely affect the rights
of the holders of our common stock.
Our
articles of incorporation authorize the issuance of 500,000,000 shares of common stock and 25,000,000 shares of preferred stock. The
common stock and the preferred stock can be issued by, and the terms of the preferred stock, including dividend rights, voting
rights, liquidation preference and conversion rights can generally be determined by, our board of directors without stockholder
approval. Any issuance of preferred stock could adversely affect the rights of the holders of common stock by, among other things,
establishing preferential dividends, liquidation rights or voting powers. Accordingly, our stockholders will be dependent upon
the judgment of our management in connection with the future issuance and sale of shares of our common stock and preferred stock,
in the event that buyers can be found therefore. Any future issuances of common stock or preferred stock would further dilute
the percentage ownership of our Company held by the public stockholders.
We
cannot assure you that our common stock will be listed on NASDAQ or any other securities exchange.
We
may seek the listing of our common stock on NASDAQ or the American Stock Exchange. However, we cannot assure you that following
such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that
we will be able to maintain a listing of our common stock on either of those or any other stock exchange. Until our common stock
is listed on the NASDAQ or another stock exchange, we expect that our common stock would be eligible to trade on the OTC Bulletin
Board, another over-the-counter quotation system, or on the “pink sheets,” where our stockholders may find it more
difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would
be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes various practice requirements
on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors.
Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity.
Authorization
of preferred stock.
Our
Certificate of Incorporation authorizes the issuance of up to 25,000,000 shares of preferred stock with designations, rights and
preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without
stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely
affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could
be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company.
Although we have no present intention to issue any shares of its authorized preferred stock, there can be no assurance that the
Company will not do so in the future.
We
are an emerging growth company within the meaning of the Securities Act, and as a consequence of taking advantage of certain exemptions
from reporting requirements that are available to emerging growth companies, our consolidated financial statements may not be
comparable to companies that comply with public company effective dates.
We
are an emerging growth company as defined in Section 2(a)(19) of the Securities Act. Pursuant to Section 107 of the Jumpstart
Our Business Startups Act, we may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act for complying with new or revised accounting standards, meaning that we can delay the adoption of certain accounting standards
until those standards would otherwise apply to private companies. We have chosen to take advantage of the extended transition
period for complying with new or revised accounting standards applicable to public companies to delay adoption of such standards
until such standards are made applicable to private companies. Accordingly, our consolidated financial statements may not be comparable
to the consolidated financial statements of public companies that comply with such new or revised accounting standards.
ITEM
1B. UNRESOLVED STAFF COMMENTS
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item.
ITEM
2. PROPERTIES
The
Company utilizes rented offices at 3651 Lindell Road Ste D269, Las Vegas, NV 89103.
ITEM
3. LEGAL PROCEEDINGS
We
have no outstanding, material legal proceedings.
ITEM
4. REMOVED AND RESERVED
PART
II
ITEM
5 |
MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCAHSES OF EQUITY SECURITIES |
(a)
Market Information.
The
Company’s common stock is currently quoted on the OTC Markets and OTC Bulletin Board under the symbol “SMRN”. Prior
to February 9, 2009, the Company’s stock was quoted on the OTC Markets under the symbol “ALVN”. The
following table sets forth the high and low per share sales prices for our common stock for each of the quarters as reported by
the OTC Markets.
Quarter
Ended |
|
High |
|
Low |
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013 |
|
|
$ |
1.00 |
|
|
$ |
1.00 |
|
|
March 31, 2014 |
|
|
|
1.00 |
|
|
|
0.02 |
|
|
June 30, 2014 |
|
|
|
0.02 |
|
|
|
0.02 |
|
|
September 30, 2014 |
|
|
$ |
0.02 |
|
|
$ |
0.02 |
|
|
December 31, 2014 |
|
|
|
0.02 |
|
|
|
0.02 |
|
|
March 31, 2015 |
|
|
|
0.02 |
|
|
|
0.02 |
|
|
June 30, 2015 |
|
|
|
0.02 |
|
|
|
0.02 |
|
|
September 30, 2015 |
|
|
$ |
1.00 |
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
The
closing price of our common stock as reported on the OTC Markets on February 10, 2016, was $0.0006.
(b)
Holders
As
of February 10, 2016, there were approximately 49 holders of record of our common stock.
(c)
Dividends.
The
Registrant has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable
future. It is the present intention of management to utilize all available funds for the development of the Registrant's business.
(d)
Securities Authorized for Issuance under Equity Compensation Plans .
None.
(e)
Recent Sale of Unregistered Securities.
None
ITEM
6. SELECTED FINANCIAL DATA
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item.
ITEM
7 |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
This
discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of
the Company and its subsidiaries for the fiscal years ended September 30, 2015 and 2014. The discussion and analysis that follows
should be read together with the section entitled “Forward Looking Statements” and our consolidated financial statements
and the notes to the consolidated financial statements included elsewhere in this annual report on Form 10-K.
Except
for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties
and are based upon judgments concerning various factors that are beyond the Company’s control. Consequently, and because
forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially
from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the
various disclosures made by us in this report.
Overview
Smartag
International, Inc. specializes in traceability and mobile payments. We provide food traceability, RFID solutions, near field
communications, track and trace services and micro payment services.
Since
2013, Smartag has been actively involved in traceability for manufacturing plants and in the food and beverage industry. Smartag
realized a key potential growth area – healthy beverage products which it can source the raw materials which are of low
calories but at the same time healthy and natural. The US market was overwhelmed with sodas, flavored water and energy drinks,
but in recent years, the demand has been changing towards a healthier alternative.
In
August 2015, Smartag brought in new management led by Mr. Chee Song Yap to lead its efforts in the beverage business by coupling
its traceability technology to give reassurance and recall features. Realizing the key benefits of this rising demand, Smartag
under its subsidiary, Essential Beverage Corp. (“EBC”) launched a refreshing line energy and functional beverage,
Thrivida, that enhances the health of consumers which at the same time enables it to enter the traceable beverage business. http://thrivida.com/
Also,
within the span of 24-36 months, it is our intention to market a range of beverage drinks for the United States and Asia Pacific.
The goal: to create exhilarating beverages that are not only a healthier alternative to other drinks, but a new way for consumers
to enjoy vitamin and ingredient enhanced beverages. At the same time, because the need for traceable drinks is increasing in the
United States as well as China, Smartag is well positioned to take its core technology to test out in its own line of beverages
worldwide.
Results
of Operations
Comparison
of the fiscal year ended September 30, 2015 to the fiscal year ended September 30, 2014
Revenues
For
the years ended September 30, 2015 and 2014, the Company recorded revenue of $95,766 and $62,218, respectively. The increase was
due to the commencement of operations in selling beverage bottles.
Cost
of Sales
Cost
of sales was $39,534 and $60,468 for the years ended September 30, 2015 and 2014, respectively.
Selling,
General and Administrative Expenses
Selling,
general and administrative expenses were $1,227,605 and $107,968 for the years ended September 30, 2015 and 2014, respectively.
The increase of $1,119,637 was due primarily to an increase in stock based compensation of $483,000, consulting fees of $154,345,
and expenses in starting beverage operations of $399,709.
Interest
income/(expense) and other, net
We
recorded an unrealized loss of 25,000 on an investment for the year ended September 30, 2014.
Liquidity
and Capital Resources
The
following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the
years ended September 30, 2015 and 2014:
| |
Years
Ended September 30, |
| |
2015 | |
2014 |
Operating Activities | |
$ | (484,135 | ) | |
$ | (119,931 | ) |
Investing Activities | |
| (215,877 | ) | |
| — | |
Financing Activities | |
| 710,000 | | |
| 100,000 | |
Net Effect on Cash | |
$ | 9,988 | | |
$ | (19,931 | ) |
In
the current year ending September 30, 2015, the Company incurred a net loss of $1,171,373 offset by stock compensation of $483,000
and an increase in accounts payable of $187,201. For the year ended September 30, 2014, the Company incurred a net
loss of $131,218 offset by an increase in related party notes payable of $100,000. The Company received proceeds from
related parties of $810,000 to cover its operational losses.
Going
Concern Uncertainties
As
of the date of this annual report, there is doubt regarding our ability to continue as a going concern as we have not generated
sufficient cash flow to fund our business operations and loan commitments. Our future success and viability, therefore,
are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise
additional capital may have a material and adverse effect upon the Company and our shareholders.
Commitments
and Contractual Obligations
On
March 17, 2009, we entered into a Revolving Promissory Note (the “Secured Note”) with Smartag Solutions Bhd, a Malaysian
corporation, the majority stockholder of the Company. Under the terms of the Note, Smartag Solutions Bhd., agreed to
advance to the Company, from time to time and at the request of the Company, amounts up to an aggregate of $200,000 until September
30, 2015. All advances shall be paid on or before September 30, 2016 and interest shall accrue from the date of any
advances on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of zero percent (0%) per annum,
compounded annually. As of September 30, 2015, Smartag Solutions Bhd advanced us $192,457. The Secured Note ranks senior
to all current and future indebtedness of Smartag and is secured by substantially all of the assets of Smartag.
During
the year ended September 30, 2015, the Company received $810,000 advances from related parties which the terms were still
being negotiated and currently were recorded under other payable. $730,000 was from a related entity to a former director and
$80,000 was received from Chee Song Yap. Subsequent to September 30, 2015, the two parties entered into 0% interest
notes which are to be repaid by September 30, 2016.
On
September 19, 2013, we entered into a Loan Agreement (“Loan Agreement”) with SSB. Under the terms of the agreement,
SSB loaned the Company $200,000 (“Loan”). On May 16, 2014, the SSB increased the Loan to $300,000. The Loan shall
be repaid on or before September 30, 2016 and this loan has an interest rate of 0% interest per annum. The Company repaid $100,000
of the Loan in the year ended September 30, 2015.
Off-Balance
Sheet Arrangements
We
have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect
on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources and would be considered material to investors.
Recently
Issued Accounting Pronouncements
Refer
to the notes to the consolidated financial statements for a complete description of recent accounting standards which we have
not yet been required to implement and may be applicable to our operation, as well as those significant accounting standards that
have been adopted during the current year.
Critical
Accounting Policies
Our
consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles. As such, management
is required to make certain estimates, judgments and assumptions that they believe are reasonable based upon the information available. These
estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements
and the reported amounts of income and expense during the periods presented. The significant accounting policies which management
believes are the most critical to aid in fully understanding and evaluating our reported financial results include the following:
Revenue
Recognition -
The
Company recognizes revenue in accordance with ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria must be
met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery of product has met the criteria
established in the arrangement or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably
assured. This occurs when the products or services are completed in accordance with the contracts we have with clients. In connection
with our products and services arrangements, when we are paid in advance, these amounts are classified as deferred revenue and
amortized over the term of the agreement.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item.
ITEM
8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Smartag
International, Inc.
September
30, 2015
TABLE
OF CONTENTS
|
|
PAGE |
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM |
|
|
29 |
|
CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED SEPTEMBER 30, 2015 AND 2014 |
|
|
|
|
Consolidated Balance Sheets |
|
|
30 |
|
Consolidated Statements of Operations |
|
|
31 |
|
Consolidated Statements of Stockholders'
Deficit |
|
|
32 |
|
Consolidated Statements of Cash
Flows |
|
|
33 |
|
Notes to consolidated financial statements |
|
|
34 |
|
![](http://www.sec.gov/Archives/edgar/data/1469207/000130841116000160/image_007.jpg)
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Stockholders and Board of Directors
Smartag
International, Inc.
We
have audited the accompanying consolidated balance sheet of Smartag International, Inc. (the “Company”) as of September
30, 2015 and 2014 and the related consolidated statement of operations, stockholders’ deficit, and consolidated cash flows
for the year ended September 30, 2015 and 2014. These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based on our audit.
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 consolidated financial statements
are free of material misstatements. The company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position
of Smartag International, Inc. as of September 30, 2015 and 2014 and the results of its operations, stockholders’ deficit,
and cash flows for the years ended September 30, 2015 and 2014 in conformity with U.S. generally accepted accounting principles.
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and
is dependent upon the continued sale of its securities, or obtaining debt financing for funds to meet its cash requirements. These
factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
/s/
TAAD, LLP
Walnut,
California
February
10, 2016
Smartag
International, Inc.
CONSOLIDATED
BALANCE SHEETS
| |
September
30, 2015 | |
September
30, 2014 |
ASSETS | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash | |
$ | 82,376 | | |
$ | 72,388 | |
Accounts
receivable, net | |
| — | | |
| 17,037 | |
Total Current Assets | |
| 82,376 | | |
| 89,425 | |
Goodwill | |
| 260,975 | | |
| — | |
TOTAL ASSETS | |
$ | 343,351 | | |
$ | 89,425 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’
DEFICIT | |
| | | |
| | |
Liabilities | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable
and accrued liabilities | |
$ | 190,808 | | |
$ | 3,607 | |
Other payable, related
party | |
| 810,000 | | |
| — | |
Note payable, related
party | |
| 200,000 | | |
| 300,000 | |
Secured
revolving note payable, related party | |
| 192,457 | | |
| 192,457 | |
Total Current Liabilities | |
| 1,393,265 | | |
| 496,064 | |
| |
| | | |
| | |
TOTAL
LIABILITIES | |
| 1,393,265 | | |
| 496,064 | |
| |
| | | |
| | |
STOCKHOLDERS' DEFICIT: | |
| | | |
| | |
Preferred stock,
25,000,000 shares authorized, no shares issued and outstanding, no rights or privileges designated | |
| — | | |
| — | |
Common Stock, $.001
par value, 500,000,000 shares authorized, 31,637,151 and 10,637,151 shares issued and outstanding, respectively. | |
| 31,637 | | |
| 10,637 | |
Additional Paid-In-Capital | |
| 1,713,361 | | |
| 1,228,361 | |
Accumulated
Deficit | |
| (2,772,190 | ) | |
| (1,645,637 | ) |
Total
Smartag International, Inc. Stockholders’ Deficit | |
| (1,027,192 | ) | |
| (406,639 | ) |
Non-controlling
interest | |
| (22,722 | ) | |
| — | |
Total
Stockholders’ Deficit | |
| (1,049,914 | ) | |
| (406,639 | ) |
TOTAL LIABILITIES
AND STOCKHOLDERS’ DEFICIT | |
$ | 343,351 | | |
$ | 89,425 | |
| |
| | | |
| | |
The
accompanying notes are an integral part of the consolidated financial statements.
Smartag
International, Inc.
CONSOLIDATED
STATEMENTS OF OPERATIONS
FOR
THE YEARS ENDED SEPTEMBER 30, 2015 AND 2014
| |
September
30, 2015 | |
September
30,
2014 |
| |
| | | |
| | |
REVENUES | |
$ | 45,795 | | |
$ | 62,218 | |
REVENUES
– related party | |
| 49,971 | | |
| — | |
COST
OF SALES | |
| 39,534 | | |
| 60,468 | |
GROSS
PROFIT | |
| 56,232 | | |
| 1,750 | |
OPERATING
EXPENSES | |
| | | |
| | |
Selling,
general and administrative expenses | |
| 1,227,605 | | |
| 107,968 | |
Total
operating expenses | |
| 1,227,605 | | |
| 107,968 | |
LOSS
FROM OPERATIONS | |
| (1,171,373 | ) | |
| (106,218 | ) |
Interest
income/(expense) and other, net | |
| — | | |
| (25,000 | ) |
NET
INCOME/(LOSS) | |
$ | (1,171,373 | ) | |
$ | (131,218 | ) |
Net
loss applicable to non-controlling interest | |
| 44,820 | | |
| — | |
NET
INCOME/(LOSS) APPLICABLE TO SMARTAG INTERNATIONAL, INC. | |
$ | (1,126,553 | ) | |
$ | (131,218 | ) |
NET
INCOME/(LOSS) PER SHARE OF COMMON STOCK—Basic and diluted | |
$ | (0.09 | ) | |
$ | (0.01 | ) |
WEIGHTED
AVERAGE SHARES OUTSTANDING—Basic and diluted | |
| 13,053,589 | | |
| 10,637,151 | |
| |
| | | |
| | |
The
accompanying notes are an integral part of the consolidated financial statements.
Smartag
International, Inc.
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR
THE YEAR ENDED SEPTEMBER 30, 2015 AND 2014
|
|
|
|
Additional
Paid in Capital |
|
Non-Controlling
Interest in Subsidiary |
|
Accumulated
Deficit |
|
Shareholders'
Deficit |
|
|
|
Shares |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as of September 30, 2013 |
|
10,637,151 |
|
$ |
10,637 |
|
$ |
1,228,361 |
|
$ |
— |
|
$ |
(1,514,419) |
|
$ |
(275,421) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(131,218) |
|
|
(131,218) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as of September 30, 2014 |
|
10,637,151 |
|
$ |
10,637 |
|
$ |
1,228,361
|
|
$ |
— |
|
$ |
(1,645,637) |
|
$ |
(406,639) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
of Essentials Beverage Corporation |
|
|
|
|
- |
|
|
23,000
|
|
|
22,098
|
|
|
— |
|
|
45,098
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for services |
|
21,000,000
|
|
|
21,000
|
|
|
462,000
|
|
|
— |
|
|
— |
|
|
483,000
|
|
Loss
in Minority Interest in Subsidiary |
|
|
|
|
|
|
|
|
|
|
(44,820) |
|
|
— |
|
|
(44,820) |
|
Net
loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,126,553) |
|
|
(1,126,553) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as of September 30, 2015 |
|
31,637,151 |
|
$ |
31,637 |
|
$ |
1,713,361 |
|
$ |
(22,722) |
|
$ |
(2,772,190) |
|
$ |
(1,049,914) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of the consolidated financial statements.
Smartag
International, Inc.
STATEMENTS
OF CASH FLOWS
FOR
THE YEARS ENDED September 30, 2015 and 2014
| |
September
30, 2015 | |
September
30, 2014 |
Cash
flows from operating activities: | |
| | | |
| | |
Net
loss | |
$ | (1,171,373 | ) | |
$ | (131,218 | ) |
Stock
based compensation | |
| 483,000 | | |
| — | |
Unrealized
loss on investment | |
| — | | |
| 25,000 | |
Changes
in current assets and liabilities: | |
| | | |
| | |
Accounts
receivable | |
| 17,037 | | |
| (17,037 | ) |
Accounts
payable | |
| 187,201 | | |
| 3,324 | |
Net
cash used in operating activities | |
| (484,135 | ) | |
| (119,931 | ) |
| |
| | | |
| | |
Cash
flows from investing activities: | |
| | | |
| | |
Investment
in Essentials Beverage Corporation | |
| (215,877 | ) | |
| — | |
Net
cash used by investing activities | |
| (215,877 | ) | |
| — | |
| |
| | | |
| | |
Cash
flows from financing activities: | |
| | | |
| | |
Advances
from related parties | |
| 810,000 | | |
| — | |
Repayment
of note payable - related party | |
| (100,000 | ) | |
| — | |
Proceeds
from note payable – related party | |
| — | | |
| 100,000 | |
Net
cash provided by financing activities | |
| 710,000 | | |
| 100,000 | |
| |
| | | |
| | |
Net
increase (decrease) in cash | |
| 9,988 | | |
| (19,931 | ) |
| |
| | | |
| | |
Cash
- beginning of period | |
| 72,388 | | |
| 92,319 | |
| |
| | | |
| | |
Cash
- end of period | |
$ | 82,376 | | |
$ | 72,388 | |
| |
| | | |
| | |
Supplemental
disclosure of cash flows information: | |
| | | |
| | |
Interest
paid | |
$ | — | | |
$ | — | |
Income
taxes paid | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
The
accompanying notes are an integral part of the consolidated financial statements.
Smartag
International, Inc.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 Nature of business
Current
Operations and Background
Smartag
International, Inc., a Nevada corporation (“Smartag,” “Company,” “we,” “us,” or
“our”), was formed as Theca Corporation on March 24, 1999 in Colorado. The Company is in the development
stage as defined in Financial Accounting Standards Board Statement No. 7. On November 29, 2004, we merged with Art4Love, Inc.,
a Delaware corporation, into Art4Love, Inc. a Nevada corporation. On February 109, 2009, Art4Love changed its name
to Smartag International, Inc.
Since
2013, Smartag has been actively involved in traceability for manufacturing plants and in the food and beverage industry. Smartag
realized a key potential growth area – healthy beverage products which it can source the raw materials which are of low
calories but at the same time healthy and natural. The US market was overwhelmed with sodas, flavored water and energy drinks,
but in recent years, the demand has been changing towards a healthier alternative.
In
July 2015, Smartag entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Essential
Beverage Corporation, a Nevada corporation, pursuant to which the Company purchased a 51% interest in EBC for a total consideration
of $399,709 and one million shares of the Company’s restricted common stock valued at $23,000.
In
August 2015, Smartag brought in new management led by Mr. Chee Song Yap to lead its efforts in the beverage business by coupling
its traceability technology to give reassurance and recall features. Realizing the key benefits of this rising demand, Smartag
under its subsidiary, Essential Beverage Corp. (“EBC”) launched a refreshing line energy and functional beverage,
Thrivida, that enhances the health of consumers which at the same time enables it to enter the traceable beverage business.
NOTE
2 – Basis of Presentation and Significant of Accounting Policies
Basis
of Presentation and Principles of Consolidation — The audited consolidated financial
statements have been prepared in accordance with U.S. generally accepted accounting
principles and include the accounts of Smartag International, Inc. and its subsidiary, Essential Beverage Corporation. All significant
intercompany transactions and balances were eliminated in consolidation.
Going
Concern - The accompanying consolidated financial statements have been prepared in conformity with generally accepted
accounting principles which contemplate continuation of the company as a going concern. However, we have an accumulated deficit
of $2,772,190 as of September 30, 2015. Our total liabilities exceeded its total assets as of September 30, 2015. In view of the
matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet
is dependent upon our continued operations, which in turn is dependent upon our ability to raise additional capital, and obtain
financing. The consolidated 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 be necessary should we be unable to continue
as a going concern.
Use
of Estimates — The preparation of consolidated financial statements in conformity with generally accepted accounting
principles in the United States of America 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 consolidated financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
and Cash Equivalents — The Company considers investments with original maturities of 90 days or less to be
cash equivalents.
Accounts
Receivable - Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically
evaluated for collectability based on past credit history with customers and their current financial condition. The Company has
no allowance for doubtful accounts as of September 30, 2015 and September 30, 2014.
Factoring
of Receivable - The Company use a factor for working capital and
credit administration purposes. Under the factoring agreement, the factor purchases a portion of the trade accounts receivable
and assumes all credit risk with respect to such accounts. The Company includes the amount in accounts receivable. The amounts
advanced are included in current liabilities.
Revenue
Recognition - The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. ASC 605 requires that four
basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery of
product has met the criteria established in the arrangement or services rendered; (3) the fee is fixed and determinable; and (4)
collectability is reasonably assured. This occurs when the products or services are completed in accordance with the contracts
we have with clients. In connection with our products and services arrangements, when we are paid in advance, these amounts are
classified as deferred revenue and amortized over the term of the agreement.
Income
Taxes — The Company records income taxes in accordance with the provisions of the Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” The
standard requires, among other provisions, an asset and liability approach to recognize deferred tax liabilities and assets for
the expected future tax consequences of temporary differences between the financial statement carrying amounts and tax basis of
assets and liabilities. Valuation allowances are provided if based upon the weight of available evidence, it is more
likely than not that some or all of the deferred tax assets will not be realized.
Goodwill— The
Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine
whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events
occur, for impairment using fair value measurement techniques. These events could include a significant change in the business
climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business,
or other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment
test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including
goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit.
A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows,
growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget
and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units.
If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and
the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the
second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of
the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of
that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill,
an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same
manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated
to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had
been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting
unit.
Stock-Based
Compensation — The Company records transactions under share based payment arrangements in accordance with the provisions
of the FASB ASC Topic 718, “Share Based Payment Arrangements”. The standard requires recognition of the
cost of employee services received in exchange for an award of equity instruments in the consolidated financial statements over
the period the employee is required to perform the services in exchange for the award. The standard also requires measurement
of the cost of employee services received in exchange for an award. The Company is using the modified prospective method allowed
under this standard. Accordingly, upon adoption, prior period amounts have not been restated. Under this application, the Company
recorded the cumulative effect of compensation expense for the unvested portion of previously granted awards that remain outstanding
at the date of adoption and recorded compensation expense for all awards granted after the date of adoption.
The
standard provides that income tax effects of share-based payments are recognized in the consolidated financial statements for
those awards that will normally result in tax deduction under existing law. Under current U.S. federal tax law, the Company would
receive a compensation expense deduction related to non-qualified stock options only when those options are exercised and vested
shares are received. Accordingly, the financial statement recognition of compensation cost for non-qualified stock options creates
a deductible temporary difference which results in a deferred tax asset and a corresponding deferred tax benefit in the income
statement. The Company does not recognize a tax benefit for compensation expense related to incentive stock options unless the
underlying shares are disposed in a disqualifying disposition.
Net
Loss Per Share — The Company computes net loss per share in accordance with FASB ASC Topic 260, “Earnings
per Share,” Under the provisions of the standard, basic and diluted net loss per share is computed by dividing the net loss
available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the
period. Common equivalent shares related to stock options and warrants have been excluded from the computation of basic
and diluted earnings per share because their effect is anti-dilutive.
Concentration
of Credit Risk — Financial instruments that potentially subject the Company to a concentration of credit risk consist
of cash. The Company maintains its cash with high credit quality financial institutions; at times, such balances with
any one financial institution may exceed FDIC insured limits.
Financial
Instruments — Our financial instruments consist of cash, accounts payable, and notes payable. The carrying
values of cash, accounts payable, and notes payable are representative of their fair values due to their short-term maturities.
Marketable
Securities— The Company classifies its marketable equity securities as available-for-sale and carries them at fair
market value, with the unrealized gains and losses included in the determination of comprehensive income and reported in stockholders’
equity. Losses that the Company believes are other-than-temporary are realized in the period that the determination is made. As
of September 30, 2015, the Company had $25,000 in unrealized losses. None of the investments have been hedged in any manner.
Recently
Issued Accounting Pronouncements
The
Company reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA,
and the SEC and they did not or are not believed by management to have a material impact on the Company's present or future consolidated
financial statements.
NOTE
3 – Business Combinations
Stock
Purchase Agreement - EBC
During
the year ended September 30, 2015, the Company advanced Legendary Liquids LLC, a related party and predecessor of EBC, $96,500
which is being classified as other receivable. The amount due is unsecured and interest free. The purpose of the investment was
to partner with beverage company to provide product tracking. During the quarter ended March 31, 2015, the Company entered into
a partnership agreement with Essentials Beverage Company (“Essentials”) whereby the Company agreed to contribute Essentials
operational funds in exchange for 65% of the revenues generated by Essentials. As of June 30, 2015, the Company had funded Essentials
$253,237 and had accounts receivables owed from Essentials amounted to $49,972.
On
July 5, 2015, the Company entered into a Purchase Agreement with EBC, pursuant to which the Company purchased a 51% interest in
EBC for a total previous consideration due from EBC of $399,709 and one million shares of the Company’s restricted common
stock valued at $23,000. At the time of the transaction, the Company deemed the previous consideration of $360,975 as not collectible.
The Company recorded goodwill associated with the transaction of $260,975.
The
Company has estimated that the fair value of the assets p at the date of the purchase in accordance with Accounting Standards
Codification 805, “Business Combinations”, as follows:
Assets | |
$ | 4,958 | |
Intangible
assets | |
| — | |
Goodwill | |
| 260,975 | |
fair
value of liabilities assumed | |
| (266,835 | ) |
Non
controlling interest | |
| (22,098 | ) |
Purchase
price | |
$ | 23,000 | |
The
intangible assets relate to customer lists and will be amortized over three years.
The
pro forma information below present statement of operations data as if the acquisition of EBC took place on October 1, 2013.
| |
September 30, 2015 | |
September 30, 2014 |
| |
(Unaudited) | |
(Unaudited) |
REVENUES | |
$ | 92,282 | | |
$ | 62,218 | |
COST OF SALES | |
| 148,348 | | |
| 60,468 | |
GROSS PROFIT | |
| (56,066 | ) | |
| 1,750 | |
OPERATING EXPENSES | |
| | | |
| | |
Selling, general and administrative expenses | |
| 1,574,696 | | |
| 166,843 | |
Total operating expenses | |
| 1,574,696 | | |
| 166,843 | |
LOSS FROM OPERATIONS | |
| (1,630,762 | ) | |
| (165,093 | ) |
Interest income/(expense) and other, net | |
| — | | |
| (25,000 | ) |
NET INCOME/(LOSS) | |
$ | (1,630,762 | ) | |
$ | (190,093 | ) |
Net loss applicable to non-controlling interest | |
| 44,820 | | |
| | |
NET INCOME/(LOSS) APPLICABLE TO SMARTAG INTERNATIONAL, INC. | |
$ | (1,585,942 | ) | |
$ | (190,093 | ) |
NET INCOME/(LOSS) PER SHARE OF COMMON STOCK—Basic and diluted | |
$ | (0.12 | ) | |
$ | (0.02 | ) |
WEIGHTED AVERAGE SHARES OUTSTANDING—Basic and diluted | |
| 13,053,589 | | |
| 10,637,151 | |
NOTE
4 – Other Payable - Related Party
During
the year ended September 30, 2015, the Company received $810,000 advances from related parties which the terms were still
being negotiated and currently were recorded under other payable. $730,000 was from a related entity to a former director and
$80,000 was received from Chee Song Yap. Subsequent to September 30, 2015, the two parties entered into 0% interest
notes which are to be repaid by September 30, 2016.
NOTE
5 – Note Payable – Related Party
Secured
Note
On
March 17, 2009, we entered into a Secured Revolving Promissory Note (the “Secured Note”) with Smartag Solutions Bhd,
a Malaysian corporation, the majority stockholder of the Company. Under the terms of the Note, Smartag Solutions Bhd,
agreed to advance to the Company, from time to time and at the request of the Company, amounts up to an aggregate of $200,000
until September 30, 2014. All advances shall be paid on or before September 30, 2015 and this advance has an interest
rate of 0% per annum. As of September 30, 2015, Smartag Solutions Bhd advanced us $192,457. The Secured Note ranks
senior to all current and future indebtedness of Smartag and is secured by substantially all of the assets of Smartag. The Secured
Note shall be repaid on or before September 30, 2016.
Loan
Agreement
On
September 19, 2013, we entered into a Loan Agreement (“Loan Agreement”) with SSB. Under the terms of the agreement,
SSB loaned the Company $200,000 (“Loan”). On May 16, 2014, the SSB increased the Loan to $300,000. The Loan shall
be repaid on or before September 30, 2016 and this loan has an interest rate of 0% interest per annum. During the three months
ended March 31, 2015, the Company repaid $100,000 of the Loan.
NOTE
6 – Income Taxes
We
have incurred operating losses of $2,772,190, which, if not utilized, will begin to expire in 2019. Future tax benefits, which
may arise as a result of these losses, have not been recognized in these consolidated financial statements, and have been offset
by a valuation allowance. There are additional limitations due to our change in control. Therefore, we believe we will be unable
to utilize these loss carryforwards.
The
effective income tax rate for the years ended September 30, 2015 and 2014 consisted of the following:
| |
September
30, |
| |
2015 | |
2014 |
Federal
statutory income tax rate | |
| 34.00 | % | |
| 34.00 | % |
State
income taxes | |
| 0 | % | |
| 0 | % |
Change
in valuation allowance | |
| (34.00 | )% | |
| (34.00 | )% |
Net
effective income tax rate | |
| — | | |
| — | |
Current
year added tax asset from net loss for the years ended September 30, 2015 and 2014 are as follows:
|
| |
September
30, |
| |
2015 | |
2014 |
Net
operating loss | |
$ | 1,171,373 | | |
$ | 131,218 | |
Statutory
tax rate (combined federal and state) | |
| 34 | % | |
| 34 | % |
Non-capital
tax loss | |
| 398,267 | | |
| 44,614 | |
Valuation
allowance | |
| (398,267 | ) | |
| (44,614 | ) |
| |
$ | — | | |
$ | — | |
The
potential future tax benefits of these losses have not been recognized in these consolidated financial statements due to uncertainty
of their realization. When the future utilization of some portion of the carryforwards is determined not to be “more likely
than not,” a valuation allowance is provided to reduce the recorded tax benefits from such assets.
The
Company annually conducts an analysis of its tax positions and has concluded that it has no uncertain tax positions as of September
30, 2015. The Company has not filed its tax returns for the years ending September 30, 2012, 2013, 2014, and 2015.
NOTE
7 – Stockholder’s Deficit
As
of September 30, 2015, there were authorized 500,000,000 shares of common stock, par value $0.001 per share and 25,000,000 shares
of preferred stock, par value $0.001 per share. Each common share entitles the holder to one vote, in person or proxy,
on any matter on which action of the stockholder of the corporation is sought.
On
July 5, 2015, the Company authorized the issuance of 1,000,000 shares to EBC in partial consideration of 51% of EBC. The Company
placed a value of $23,000 for these shares. These shares have not yet been issued.
On
August 19, 2015, the Company issued 13,500,000 shares of restricted common stock to its director, Chee Song Yap, and recorded
stock compensation expense of $310,500. Additionally, on August 19, 2015, the Company issued 7,500,000 shares of restricted common
stock to unrelated parties for services and recorded stock compensation expense of $172,500.
There
are currently 31,637,151 shares of common stock issued and outstanding and zero shares of preferred stock issued and outstanding.
NOTE
8 – Concentration of Credit Risk
We
maintain our cash balances in various financial institutions that from time to time exceed amounts insured by the Federal Deposit
Insurance Corporation up to $250,000, per financial institution. As of September 30, 2015 and 2014, our deposits did not
exceed insured amounts. We have not experienced any losses in such accounts and believe we are not exposed to any significant
credit risk on cash.
NOTE
9 – Concentration of Sales
For
the year ended September 30, 2015, our revenues resulted from three customers. The three customers accounted for 52%, 24%, and
24% of our total revenue.
NOTE
10 – Subsequent Events
In
November 2015, Smartag signed an agreement with Bobby Tang Siu Ki and Yang Ye Cai, the co-owners and founders of Shenzhen Shen
Nan Shun Technology Co. Ltd (“SSNST”), a company based in Shenzhen, China which is involved in e-commerce trading
on e-Bay, Amazon and Alipay platforms. Using the expertise of SSNST, Smartag will develop the business of e-Commerce trading,
procurement, collection and distribution through a new joint venture company in Hong Kong.
ITEM
9. |
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
There
are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices
or financial statement disclosure.
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures: We conducted an evaluation under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation
of our disclosure controls and procedures. The term "disclosure controls and procedures", as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls and other procedures
of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC`s rules and
forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the company's management, including its principal executive and principal financial officers, or persons performing similar
functions, as appropriate, to allow timely decisions regarding required disclosure.
Based
on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of September 30, 2015, that our disclosure
controls and procedures are effective at a reasonable assurance level and are designed to provide reasonable assurance that the
controls and procedures will meet their objectives. However, it should be noted that the design of any system of controls is based
in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed
in achieving its stated goals under all potential future conditions, regardless of how remote.
Management's
Report on Internal Control Over Financial Reporting: Our 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
over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. The
internal controls for the Company are provided by executive management's review and approval of all transactions. Our
internal control over financial reporting also includes those policies and procedures that:
(1) |
pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of
our assets; |
|
|
(2) |
provide reasonable
assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance
with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management;
and |
|
|
(3) |
provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could
have a material effect on the consolidated financial statements. |
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.
Management
assessed the effectiveness of the Company's internal control over financial reporting as of September 30, 2015. In making this
assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control-Integrated Framework. Management's assessment included an evaluation of the design of our internal control over
financial reporting and testing of the operational effectiveness of these controls.
Based
on this assessment, management has concluded that as of September 30, 2015, our internal control over financial reporting was
not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated
financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
This
annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.
Changes
in Internal Control over Financial Reporting
There
were no changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter
that have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial
reporting.
ITEM
9B OTHER INFORMATION
None.
PART
III
ITEM
10 DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Set
forth below are the present directors and executive officers of the Company. Note that there are no other persons who have been
nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. There
are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was
selected as a director or an officer. Directors are elected to serve until the next annual meeting of stockholders and until their
successors have been elected and have qualified. Officers are appointed to serve until the meeting of the board of directors following
the next annual meeting of stockholders and until their successors have been elected and qualified.
Director
Name
|
Age |
Office
Held |
|
|
|
Lock Sen Yow |
59 |
Chief Executive
Officer, Chief Financial Officer, Secretary and Director |
Chee Song Yap |
57 |
Director |
Biographies
Set
forth below are brief accounts of the business experience during the past five years of each director, executive officer and significant
employee of the Company.
Lock
Sen Yow
Lock
Sen Yow, age 59, was elected as the Company’s director, President, Chief Financial Officer and Secretary, to serve in such
capacities until his successors are duly elected and qualified. Mr. Yow holds a Bachelors of Science in Electrical Engineering
from Manchester University, a Law Degree from Buckingham University, and a Masters in Finance from RMIT University. His first
job was as a petrophysical engineer in Schlumberger Technical Services Inc., whereupon he spent six years in Egypt and Abu Dhabi
before being posted to India and the Far East including Philippines, Taiwan, Australia and Indonesia. Amongst his last postings
in Schlumberger was as Country Manager of Schlumberger Philippines in 1986. Thereafter, he embarked upon a law degree in the United
Kingdom whereupon he was admitted as a Barrister from Gray’s Inn, in 1989. Lock Sen practiced as a legal practitioner in
Malaysia and Singapore, whereupon in 1995, he was made partner in Ms. Khattar Wong & Partners, one of the largest legal firms
in Singapore. Subsequently, he ventured into fund management and corporate finance with Prime Partners Singapore and was director
of corporate finance at BNP Prime Peregrine, then the corporate finance arm of Banque Nationale de Paris in Malaysia. In the meantime,
he also obtained a Masters in Finance from RMIT University in Melbourne. In 2000, after relocating back to Malaysia, his took
up a position as director and head of research and analysis at the Malaysian Communications and Multimedia Commission (MCMC) whereby
his multidisciplinary skills lead him to become the ICT planner for the Framework for Industry Development (FID) 2000-2004 as
well as the National Broadband Plan 2004-2009. He remained at MCMC in various positions and oversaw many ICT projects and national
strategic master plans including the National RFID Roadmap and the Digital Lifestyle Malaysia Initiative. Currently, he is the
Chief Executive Officer of Smartag Solutions Berhad, a publicly listed company on the Bursa Malaysia. He took up this position
as of February 108, 2013.
Chee
Song Yap
Chee
Song Yap, age 57, has more than 10 years of experience in the sales and marketing with Fraser & Neave Sdn. Bhd. The company
was the largest beverage bottling, distribution and marketing company in Malaysia. Besides its own house brands, the company holds
the Coca Cola and 7Up franchises. Mr. Yap began his career as Sales Manager managing Direct and Pre-selling Route Sales force
to ensure regular availability of stocks in all retail stores, stocks rotation, products are well merchandised, brand signages,
POS materials are displayed and sales promotions. Other tasks included motivating staff performance, managing labor union, ensuring
efficient distribution cost. Mr. Yap pioneered the building of the fountain beverage and vending division and led the company
to establish the fountain package to dominate the on premise beverage segment such as food service outlets, employee feed canteens,
bars and restaurants. Mr. Yap supported the entry of McDonald’s and the international fast food chain stores growth into
the Malaysia market.
For
the past 10 years Mr. Yap, has owned and managed Peakvision Sdn Bhd which has three optical retail practice. Mr. Yap is responsible
for overall sales growth and profitability. He has pursued a strategy to tap the growing outdoor adventure, sports and travel
market for better vision and eyes protection and developed a supplier base for specialty eyewares and lenses and an in-store prescription
and dispensing capacity to provide a one-stop optical solution store to protect eyes from injury in sports, extreme outdoor adventure
and occupational hazards.
Mr.
Yap has a Bachelor of Economics from the University of Malaya, Malaysia and an MBA from Charles Sturt University, Australia.
Family
Relationships.
None.
Involvement
in Certain Legal Proceedings
No
executive officer or director has been involved in the last ten years in any of the following:
|
● |
Any bankruptcy
petition filed by or against any business or property of such person, or of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that time; |
|
|
|
|
● |
Any conviction
in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
|
|
|
|
● |
Being subject
to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
or banking activities; |
|
|
|
|
● |
Being found by
a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated
a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
|
|
|
|
● |
Being the subject
of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or
vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or
regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or
removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any
business entity; or |
|
|
|
|
● |
Being the subject
of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity
Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members
or persons associated with a member. |
Board
Committees and Audit Committee Financial Expert
We
do not currently have a standing audit, nominating or compensation committee of the board of directors, or any committee performing
similar functions. Our board of directors performs the functions of audit, nominating and compensation committees. As of the date
of this prospectus, no member of our board of directors qualifies as an “audit committee financial expert” as defined
in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.
Director
Nominations
As
of September 30, 2015, we did not affect any material changes to the procedures by which our shareholders may recommend nominees
to our board of directors. We have not established formal procedures by which security holders may recommend nominees to the Company’s
board of directors.
Section
16(a) Beneficial Ownership Reporting Compliance.
Section 16(a)
of the Exchange Act requires the Company's directors and officers, and persons who beneficially own more than 10% of a registered
class of the Company's equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company's
securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation
to furnish the Company with copies of all Section 16(a) forms they file. Based solely on the Company's review of the copies
of the forms received by it during the period ended September 30, 2015 and representations that no other reports were required,
the Company believes, except for the below, that no persons who, at any time during such fiscal year, was a director, officer
or beneficial owner of more than 10% of the Company's common stock failed to comply with all Section 16(a) filing requirements
during such fiscal year. Mr. Yap has not filed Section 16(a) forms related to 13,500,000 shares received from the Company.
Code
of Ethics
We
do not currently have a code of ethics.
ITEM
11. EXECUTIVE COMPENSATION
The
Company’s current officers and directors have not received any cash remuneration since inception. The officers will not
receive any remuneration upon completion of the offering until the consummation of an acquisition. No remuneration of any nature
has been paid for or on account of services rendered by a director in such capacity. The officers and directors do not intend
to devote more than a few hours a week to our affairs.
No
retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company
for the benefit of its employees.
Compensation
Committee Report
Our
board of directors has reviewed and discussed the Compensation Discussion and Analysis in this report with management. Based on
its review and discussion with management, the board of directors recommended that the Compensation Discussion and Analysis be
included in this Annual Report on Form 10-K for the fiscal year ended September 30, 2015. The material in this report is not deemed
filed with the SEC and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, whether made on, before, or after the date of this Report on Form 10-K and irrespective
of any general incorporation language in such filing.
Submitted
by the board of directors:
Lock
Sen Yow |
Chee Song Yap |
ITEM
12 |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The
following table sets forth, as of February 10, 2016, the number of shares of Common Stock owned of record and beneficially by
executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company.
Name
and Address |
|
Amount
and Nature of Beneficial Ownership |
|
Percentage
of Class
Common
Stock(1) |
SMTrack
Bhd.(2)
Cyberjaya
Head Office
4808-1-26
CBD Perdana 2
Persiaran
Perdana,
63000
Cyberjaya
Selangor
Malaysia |
|
10,000,000 |
|
30.64% |
|
|
|
|
|
Executive
Officers and Directors |
|
|
|
|
Lock
Sen Yow |
|
10,000,000 |
|
30.64% |
Chee
Song Yap |
|
13,500,000 |
|
41.36% |
All
Officers and Directors as a group (2) |
|
23,500,000 |
|
72.00% |
(1) |
The
percent of Common Stock owned is calculated using the sum of (A) the number of shares of Common Stock owned, and (B) the number
of warrants and options of the beneficial owner that are exercisable within 60 days, as the numerator, and the sum of (Y)
the total number of shares of Common Stock outstanding (31,637,151), and (Z) the number of warrants and options of the beneficial
owner that are exercisable within 60 days, as the denominator. |
(2) |
SMTrack
Bhd.’s, CEO, Lock Sen Yow, holds voting and/or investment power over the shares beneficially owned by Smartag Solutions
Bhd. |
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
During
the year ended September 30, 2015, the Company received $810,000 advances from related parties which the terms were still being
negotiated and currently were recorded under other payable. $730,000 was from a related entity to a former director and $80,000
was received from Chee Song Yap. Subsequent to September 30, 2015, the two parties entered into 0% interest
notes which are to be repaid by September 30, 2016.
On
March 17, 2009, we entered into a Revolving Promissory Note (the “Secured Note”) with Smartag Solutions Bhd, a Malaysian
corporation, the majority stockholder of the Company. Under the terms of the Note, Smartag Solutions Bhd., agreed to
advance to the Company, from time to time and at the request of the Company, amounts up to an aggregate of $200,000 until September
30, 2014. All advances shall be paid on or before September 30, 2016 and interest shall accrue from the date of any
advances on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of zero percent (0%) per annum,
compounded annually. As of September 30, 2016, Smartag Solutions Bhd advanced us $192,457. The Secured Note ranks senior
to all current and future indebtedness of Smartag and are secured by substantially all of the assets of Smartag.
On
September 19, 2013, we entered into a Loan Agreement (“Loan Agreement”) with SSB. Under the terms of the agreement,
SSB loaned the Company $200,000 (“Loan”). On May 16, 2014, the SSB increased the Loan to $300,000. The Loan shall
be repaid on or before September 30, 2016 and interest shall accrue from the date of any advances on any principal amount withdrawn,
and on accrued and unpaid interest thereon, at the rate of zero percent (0%) per annum, compounded annually. During the three
months ended March 31, 2015, the Company repaid $100,000 of the Loan.
Corporate
Governance and Director Independence.
The
Company has not:
|
• |
established
its own definition for determining whether its directors and nominees for directors are “independent” nor has
it adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system,
though our current director would not be deemed to be “independent” under any applicable definition given that
he is an officer of the Company; nor |
|
|
|
|
• |
established
any committees of the board of directors. |
Given
the nature of the Company’s business, its limited stockholder base and the current composition of management, the board
of directors does not believe that the Company requires any corporate governance committees at this time.
As
of the date hereof, the entire board serves as the Company’s audit committee.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Independent
Public Accountants
On
December 18, 2013, we dismissed Weaver Martin & Samyn, LLC (“Weaver”) as its independent registered public
accounting firm. The decision was approved by our Board of Directors.
The
reports of Weaver on our consolidated financial statements for the fiscal years ended September 30, 2013 and 2012 did not contain
an adverse opinion or disclaimer of opinion and were not modified as to uncertainty, audit scope, or accounting principles, except
the report did contain an explanatory paragraph related to our ability to continue as a going concern. During the fiscal years
ended September, 2013 and 2012, and the subsequent period through the date of this report, there were (i) no disagreements with
Weaver on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Weaver would have caused Weaver to make reference to the subject matter
of the disagreements in connection with its report, and (ii) no “reportable events” as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
On
December 18, 2013, we engaged TAAD, LLP (“TAAD”) our new independent registered public accounting firm. The appointment
of TAAD was approved by our Board of Directors. During the fiscal years ended September 30, 2015 and 2014, we did not consult
with TAAD on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type
of audit opinion that may be rendered on the Company's consolidated financial statements, and TAAD did not provide either a written
report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting,
auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation
S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
Audit
Fees
During
the years ended September 30, 2015 and 2014, the Company paid TAAD approximately $19,800 and $0, respectively for auditing services
they performed throughout those years.
During
the years ended September 30, 2015 and 2014, the Company paid Weaver approximately $1,500 and $9,000, respectively for auditing
services they performed throughout those years.
Tax
Fees
During
the years ended September 30, 2015 and 2014, our principal accountant did not render services to us for tax compliance, tax advice
or tax planning.
All
Other Fees
During
the years ended September 30, 2015 and 2014, there were no fees billed for products and services provided by the principal accountant
other than those set forth above.
Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent Auditors
Consistent
with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation
and overseeing the work of the independent auditor. In recognition of this responsibility, the Audit Committee has
established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor.
1.
Audit services include audit work performed of consolidated financial statements, as well as work that generally
only the independent auditor can reasonably be expected to provide, including statutory audits, and attest services and consultation
regarding financial accounting and/or reporting standards.
2.
Audit-Related services are for assurance and related services that are reasonably related to the audit or review
of our consolidated financial statements.
3.
Tax services include all services performed by the independent auditor’s tax personnel except those services
specifically related to the audit of the consolidated financial statements, and includes fees in the areas of tax compliance,
tax planning, and tax advice.
4.
Other Fees are those associated with products or services not captured in the other categories.
PART
IV
ITEM
15 EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
(a) |
The
following documents are filed as a part of this Report: |
1. |
Financial
Statements. The following consolidated financial statements of Smartag International, Inc. are included in Item 8: |
Report
of Independent Registered Public Accounting Firm.
Balance
Sheets as of September 30, 2015 and 2014.
Statements
of Operations for the years ended September 30, 2015 and 2014.
Statements
of Stockholders’ Deficit for the years ended September 30, 2015 and 2014.
Statements
of Cash Flows for the years ended September 30, 2015 and 2014.
Notes
to consolidated financial statements.
2. |
Financial
Statement Schedule(s): |
All
schedules are omitted for the reason that the information is included in the consolidated financial statements or the notes thereto
or that they are not required or are not applicable.
Number |
Description |
|
|
3.1 |
Certificate of
Incorporation (incorporated herein by reference to Exhibit 3.1 of Company's Form 10 filed on November 16, 2009) |
3.2 |
Bylaws of Smartag
International, Inc. (incorporated herein by reference to Exhibit 3.1 of Company's Form 8-K dated September 30, 2015) |
10.1 |
Secured Revolving
Promissory Note between Smartag International Inc. and Smartag Solutions Bhd. Dated March 17, 2009. (incorporated herein by
reference to Exhibit 10.3 of Company's Form 10 filed on November 16, 2009) |
10.2 |
Security Agreement
between Smartag International Inc. and Smartag Solutions Bhd. Dated March 17, 2009. (incorporated herein by reference to Exhibit
10.4 of Company's Form 10 filed on November 16, 2009) |
10.3 |
Licensing and
Technology Agreement between Smartag International Inc. and Smartag Solutions Bhd. Dated September 19, 2013 (incorporated
herein by reference to Exhibit 10.4 of Company's Form 8-K filed on September 23, 2013) |
10.4 |
Loan Agreement
between Smartag International Inc. and Smartag Solutions Bhd. Dated September 19, 2013 (incorporated herein by reference to
Exhibit 10.5 of Company's Form 8-K filed on September 23, 2013) |
10.5 |
Securities Purchase
Agreement dated July 5, 2015, by and among Smartag International, Inc. and Essential Beverage Corp. (incorporated herein by
reference to Exhibit 2.1 of Company's Form 8-K filed on July 31, 2015) |
10.6 |
Joint Venture
Agreement between Smartag International, Inc., Bobby Tang Siu Ki and Yang Ye Cai dated November 2, 2015. |
31 |
Certification
of the Company's Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, with respect to the registrant's Annual Report on Form 10-K for the year ended September 30, 2015. |
32 |
Certification
of the Company's Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
SIGNATURES
In
accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
February
10, 2016 |
SMARTAG
INTERNATIONAL, INC. |
|
|
|
|
|
By:
/s/ Lock Sen Yow |
|
Name: Lock Sen
Yow |
|
Title:
President and Chief Financial Officer |
POWER
OF ATTORNEY
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Lock Sen Yow his true
and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
|
|
|
/
s/ Lock Sen Yow
Lock
Sen Yow |
|
Chairman
of the Board, CEO, President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director |
|
February
10, 2016 |
|
|
|
|
|
/
s/ Chee Song Yap
Chee
Song Yap |
|
Director |
|
February
10, 2016 |
EXHIBIT 31
CERTIFICATIONS
PURSUANT TO
RULE 13A-14(A)
OR RULE 15D-14(A),
AS ADOPTED
PURSUANT TO
RULE 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Lock Sen Yow, certify that:
1. I have reviewed
this transition report on Form 10-K of Smartag International, Inc.;
2. Based on my knowledge,
this annual 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 annual report;
3. Based on my knowledge,
the financial statements, and other financial information included in this annual 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 annual
report;
4. The registrant’s
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 financial 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 our supervision, to ensure that material
information relating to the registrant, is made known to us by others within those entities, particularly during the period in
which this annual report is being prepared;
b) designed such internal control over
financial reporting, or caused such internal control over financial reporting to be designed under our 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
registrant’s disclosure controls and procedures and presented in this annual report our 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s
other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the
equivalent function):
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 registrant’s 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 registrant’s internal control over financial
reporting.
Date: February 10, 2016
/ s/ Lock Sen Yow
Lock Sen Yow
CEO, President, Chief Financial Officer and Secretary |
|
|
EXHIBIT 32
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 Smartag International, Inc. (the “Company”) on Form 10-K for the year ended September 30, 2015,
as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lock Sen Yow, President
and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §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: February 10, 2016
/ s/ Lock Sen Yow
Lock Sen Yow
CEO, President, Chief Financial Officer and Secretary |
|
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v3.3.1.900
Balance Sheets - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
CURRENT ASSETS |
|
|
Cash |
$ 82,376
|
$ 72,388
|
Accounts receivable |
0
|
17,037
|
Other receivable |
0
|
0
|
Inventory |
0
|
0
|
TOTAL CURRENT ASSETS |
82,376
|
89,425
|
Goodwill |
260,975
|
0
|
TOTAL ASSETS |
343,351
|
89,425
|
CURRENT LIABILITIES: |
|
|
Accounts payable and accrued expenses |
190,808
|
3,607
|
Note Payable, Related Party |
200,000
|
300,000
|
Secured Revolving Not Payable, Related Party |
192,457
|
192,457
|
TOTAL CURRENT LIABILITIES |
583,265
|
496,064
|
Other Payable, Related Party |
810,000
|
0
|
TOTAL LIABILITIES |
1,393,265
|
496,064
|
STOCKHOLDERS DEFICIT: |
|
|
Preferred stock, 25,000,000 shares authorized, no shares issued and outstanding, no rights or privileges designated |
0
|
0
|
Common Stock, $.001 par value, 500,000,000 shares authorized, 31,637,151 and 10,637,151 shares issued and outstanding, respectively. |
31,637
|
10,637
|
Additional paid in capital |
1,713,361
|
1,228,361
|
Accumulated deficit |
(2,772,190)
|
(1,645,637)
|
TOTAL STOCKHOLDERS DEFICIT |
(1,027,192)
|
(406,639)
|
Non-controlling interest |
(22,722)
|
0
|
Total Stockholders Deficit |
(1,049,914)
|
(406,639)
|
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT |
$ 343,351
|
$ 89,425
|
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v3.3.1.900
Balance Sheets (Parenthetical) - shares
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Statement of Financial Position [Abstract] |
|
|
Preferred Stock, Authorized |
25,000,000
|
25,000,000
|
Preferred Stock, Issued |
0
|
0
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Common Stock, Authorized |
500,000,000
|
500,000,000
|
Common Stock, Issued |
31,637,151
|
10,637,151
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X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
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v3.3.1.900
Statements of Operations - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Income Statement [Abstract] |
|
|
REVENUES |
$ 95,766
|
$ 62,218
|
COST OF SALES |
39,534
|
60,468
|
GROSS PROFIT |
56,232
|
1,750
|
OPERATING EXPENSES: |
|
|
General and administrative expenses |
1,227,605
|
107,968
|
LOSS FROM OPERATIONS |
(1,171,373)
|
(106,218)
|
Interest expense and other, net |
0
|
(25,000)
|
LOSS BEFORE PROVISION FOR INCOME TAXES |
(1,171,373)
|
(131,218)
|
Provision for income taxes |
0
|
0
|
NET LOSS |
(1,171,373)
|
(131,218)
|
Net loss applicable to non-controlling interest |
(44,820)
|
0
|
NET INCOME/(LOSS) APPLICABLE TO SMARTAG INTERNATIONAL, INC. |
$ (1,126,553)
|
$ (131,218)
|
NET LOSS PER SHARE OF COMMON STOCK - Basic and diluted |
$ (.09)
|
$ (0.01)
|
WEIGHTED AVERAGE SHARES OUTSTANDING - Basic and diluted |
13,053,589
|
10,637,151
|
X |
- DefinitionThe aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.
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v3.3.1.900
Shareholders Equity - USD ($)
|
Common Stock |
Additional Paid-In Capital |
Noncontrolling Interest |
Retained Earnings / Accumulated Deficit |
Total |
Begining balance at Sep. 30, 2013 |
$ 10,637
|
$ 1,228,361
|
$ 0
|
$ (1,514,419)
|
$ (275,421)
|
Begining balance, shares at Sep. 30, 2013 |
10,637,151
|
|
|
|
|
Common stock for services, amount |
|
|
|
|
0
|
Net loss applicable to non-controlling interest |
|
|
|
|
0
|
Net loss |
|
|
0
|
(131,218)
|
(131,218)
|
Ending balance at Sep. 30, 2014 |
$ 10,637
|
1,228,361
|
0
|
(1,645,637)
|
(406,639)
|
Ending balance, shares at Sep. 30, 2014 |
10,637,151
|
|
|
|
|
Stock purchase |
|
23,000
|
22,098
|
|
45,098
|
Common stock for services, amount |
$ 21,000
|
462,000
|
|
|
483,000
|
Common stock for services, shares |
21,000,000
|
|
|
|
|
Net loss applicable to non-controlling interest |
|
|
(44,820)
|
|
(44,820)
|
Net loss |
|
|
|
(1,126,554)
|
(1,126,554)
|
Ending balance at Sep. 30, 2015 |
$ 31,637
|
$ 1,713,361
|
$ (22,722)
|
$ (2,772,190)
|
$ (1,027,192)
|
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31,637,151
|
|
|
|
|
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v3.3.1.900
Condensed Statements of Cash Flows - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Cash flows from operating activities: |
|
|
Net loss |
$ (1,171,373)
|
$ (131,218)
|
Stock based compensation |
483,000
|
0
|
Unrealized loss on investment |
0
|
25,000
|
Changes in current assets and liabilities: |
|
|
Accounts receivable |
17,037
|
(17,037)
|
Inventory |
0
|
0
|
Accounts payable |
187,201
|
3,324
|
Other payable |
0
|
0
|
Net cash used in operating activities |
(484,135)
|
(119,931)
|
Cash flows from investing activities: |
|
|
Investment in securities |
(215,877)
|
0
|
Net cash provided by investing activities |
(215,877)
|
0
|
Cash flows from financing activities: |
|
|
Advances from related parties |
810,000
|
0
|
Proceeds from Revolving Note |
0
|
0
|
Proceeds from note payable |
0
|
100,000
|
Repayment of note payable |
(100,000)
|
0
|
Issuance of Common Stock for Cash |
0
|
0
|
Net cash provided by financing activities |
710,000
|
100,000
|
Net increase (decrease) in cash and cash equivalents |
9,988
|
(19,931)
|
Cash and cash equivalents - beginning balance |
72,388
|
92,319
|
Cash and cash equivalents - ending balance |
82,376
|
72,388
|
Supplemental disclosure of cash flows information: |
|
|
Interest paid |
0
|
0
|
Income taxes paid |
$ 0
|
$ 0
|
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v3.3.1.900
Nature of business
|
12 Months Ended |
Sep. 30, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Nature of business |
NOTE 1 Nature
of business
Current Operations and Background
Smartag International, Inc., a Nevada
corporation (Smartag, Company, we, us, or our), was formed
as Theca Corporation on March 24, 1999 in Colorado. The Company is in the development stage as defined in Financial
Accounting Standards Board Statement No. 7. On November 29, 2004, we merged with Art4Love, Inc., a Delaware corporation, into Art4Love,
Inc. a Nevada corporation. On February 109, 2009, Art4Love changed its name to Smartag International, Inc.
Since 2013, Smartag has been actively
involved in traceability for manufacturing plants and in the food and beverage industry. Smartag realized a key potential growth
area healthy beverage products which it can source the raw materials which are of low calories but at the same time healthy
and natural. The US market was overwhelmed with sodas, flavored water and energy drinks, but in recent years, the demand has been
changing towards a healthier alternative.
In July 2015, Smartag entered into a
Securities Purchase Agreement (the Purchase Agreement) with Essential Beverage Corporation, a Nevada
corporation, pursuant to which the Company purchased a 51% interest in EBC for a total consideration of $399,709.43 and one million
shares of the Companys restricted common stock valued at $23,000.
In August 2015, Smartag brought in new
management led by Mr. Chee Song Yap to lead its efforts in the beverage business by coupling its traceability technology to give
reassurance and recall features. Realizing the key benefits of this rising demand, Smartag under its subsidiary, Essential Beverage
Corp. (EBC) launched a refreshing line energy and functional beverage, Thrivida, that enhances the health of consumers
which at the same time enables it to enter the traceable beverage business.
|
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- DefinitionThe entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.
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v3.3.1.900
Basis of Presentation and Significant Accounting Policies
|
12 Months Ended |
Sep. 30, 2015 |
Accounting Policies [Abstract] |
|
BASIS OF PRESENTATION AND ORGANIZATION |
NOTE 2 Basis of Presentation and Significant of
Accounting Policies
Basis
of Presentation and Principles of Consolidation The audited consolidated financial statements
have been prepared in accordance with U.S. generally accepted accounting principles and
include the accounts of Smartag International, Inc. and its subsidiary, Essential Beverage Corporation. All significant intercompany
transactions and balances were eliminated in consolidation.
Going Concern - The accompanying
consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplate
continuation of the company as a going concern. However, we have an accumulated deficit of $2,772,190 as of September 30, 2015.
Our total liabilities exceeded its total assets as of September 30, 2015. In view of the matters described above, recoverability
of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon our continued operations,
which in turn is dependent upon our ability to raise additional capital, and obtain financing. The consolidated 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 be necessary should we be unable to continue as a going concern.
Use of Estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United
States of America 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 consolidated financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers investments with original maturities of 90 days or less to be cash equivalents.
Accounts Receivable - Accounts
receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability
based on past credit history with customers and their current financial condition. The Company has no allowance for doubtful accounts
as of September 30, 2015 and September 30, 2014.
Factoring
of Receivable - The
Company use a factor for working capital and credit administration purposes. Under the factoring agreement, the factor purchases
a portion of the trade accounts receivable and assumes all credit risk with respect to such accounts. The Company includes the
amount in accounts receivable. The amounts advanced are included in current liabilities.
Revenue Recognition -
The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria must
be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery of product has met the
criteria established in the arrangement or services rendered; (3) the fee is fixed and determinable; and (4) collectability is
reasonably assured. This occurs when the products or services are completed in accordance with the contracts we have with clients.
In connection with our products and services arrangements, when we are paid in advance, these amounts are classified as deferred
revenue and amortized over the term of the agreement.
Income Taxes The
Company records income taxes in accordance with the provisions of the Financial Accounting Standards Board (FASB)
Accounting Standards Codification (ASC) Topic 740, Income Taxes. The standard requires,
among other provisions, an asset and liability approach to recognize deferred tax liabilities and assets for the expected future
tax consequences of temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities. Valuation
allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred
tax assets will not be realized.
Goodwill The
Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine
whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur,
for impairment using fair value measurement techniques. These events could include a significant change in the business climate,
legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or
other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment
test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including
goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit.
A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows,
growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Companys budget
and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units.
If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and
the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second
step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill
impairment test compares the implied fair value of the reporting units goodwill with the carrying amount of that goodwill.
If the carrying amount of the reporting units goodwill exceeds the implied fair value of that goodwill, an impairment loss
is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount
of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets
and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business
combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.
Stock-Based Compensation
The Company records transactions under share based payment arrangements in accordance with the provisions of the FASB ASC
Topic 718, Share Based Payment Arrangements. The standard requires recognition of the cost of employee
services received in exchange for an award of equity instruments in the consolidated financial statements over the period the employee
is required to perform the services in exchange for the award. The standard also requires measurement of the cost of employee services
received in exchange for an award. The Company is using the modified prospective method allowed under this standard. Accordingly,
upon adoption, prior period amounts have not been restated. Under this application, the Company recorded the cumulative effect
of compensation expense for the unvested portion of previously granted awards that remain outstanding at the date of adoption and
recorded compensation expense for all awards granted after the date of adoption.
The standard provides that income tax
effects of share-based payments are recognized in the consolidated financial statements for those awards that will normally result
in tax deduction under existing law. Under current U.S. federal tax law, the Company would receive a compensation expense deduction
related to non-qualified stock options only when those options are exercised and vested shares are received. Accordingly, the financial
statement recognition of compensation cost for non-qualified stock options creates a deductible temporary difference which results
in a deferred tax asset and a corresponding deferred tax benefit in the income statement. The Company does not recognize a tax
benefit for compensation expense related to incentive stock options unless the underlying shares are disposed in a disqualifying
disposition.
Net Loss Per Share
The Company computes net loss per share in accordance with FASB ASC Topic 260, Earnings per Share, Under the provisions
of the standard, basic and diluted net loss per share is computed by dividing the net loss available to common stockholders for
the period by the weighted average number of shares of common stock outstanding during the period. Common equivalent shares
related to stock options and warrants have been excluded from the computation of basic and diluted earnings per share because their
effect is anti-dilutive.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The
Company maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution
may exceed FDIC insured limits.
Financial Instruments
Our financial instruments consist of cash, accounts payable, and notes payable. The carrying values of cash,
accounts payable, and notes payable are representative of their fair values due to their short-term maturities.
Marketable Securities
The Company classifies its marketable equity securities as available-for-sale and carries them at fair market value, with the unrealized
gains and losses included in the determination of comprehensive income and reported in stockholders equity. Losses that
the Company believes are other-than-temporary are realized in the period that the determination is made. As of September 30, 2015,
the Company had $25,000 in unrealized losses. None of the investments have been hedged in any manner.
Recently Issued Accounting Pronouncements
The Company reviewed all recent
accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not
or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.
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- DefinitionThe entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
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v3.3.1.900
Business Combinations
|
12 Months Ended |
Sep. 30, 2015 |
Business Combinations [Abstract] |
|
Business Combinations |
NOTE 3 Business Combinations
Stock Purchase Agreement - EBC
During the year ended September
30, 2015, the Company advanced Legendary Liquids LLC, a related party and predecessor of EBC, $96,500 which is being classified
as other receivable. The amount due is unsecured and interest free. The purpose of the investment was to partner with beverage
company to provide product tracking. During the quarter ended March 31, 2015, the Company entered into a partnership agreement
with Essentials Beverage Company (Essentials) whereby the Company agreed to contribute Essentials operational funds
in exchange for 65% of the revenues generated by Essentials. As of June 30, 2015, the Company had funded Essentials $253,237 and
had accounts receivables owed from Essentials amounted to $49,972.
On July 5, 2015, the Company
entered into a Purchase Agreement with EBC, pursuant to which the Company purchased a 51% interest in EBC for a total previous
consideration due from EBC of $399,709 and one million shares of the Companys restricted common stock valued at $23,000.
At the time of the transaction, the Company deemed the previous consideration of $360,975 as not collectible. The Company
recorded goodwill associated with the transaction of $260,975.
The Company
has estimated that the fair value of the assets p at the date of the purchase in accordance with Accounting Standards Codification
805, Business Combinations, as follows:
Assets |
|
$ |
4,958 |
|
Intangible assets |
|
|
|
|
Goodwill |
|
|
260,975 |
|
fair value of liabilities assumed |
|
|
(266,835 |
) |
Non controlling interest |
|
|
(22,098 |
) |
Purchase price |
|
$ |
23,000 |
|
The
intangible assets relate to customer lists and will be amortized over three years.
The pro forma information below present
statement of operations data as if the acquisition of EBC took place on October 1, 2013.
|
|
September 30, 2015 |
|
September 30, 2014 |
REVENUES |
|
(Unaudited) |
|
(Unaudited) |
REVENUES - related party |
|
$ |
92,282 |
|
|
$ |
62,218 |
|
COST OF SALES |
|
|
|
|
|
|
|
|
GROSS PROFIT |
|
|
148,347 |
|
|
|
60,468 |
|
OPERATING EXPENSES |
|
|
(56,066 |
) |
|
|
1,750 |
|
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
1,574,696 |
|
|
|
166,843 |
|
LOSS FROM OPERATIONS |
|
|
1,574,696 |
|
|
|
166,843 |
|
Interest income/(expense) and other, net |
|
|
(1,630,762 |
) |
|
|
(165,093 |
) |
NET INCOME/(LOSS) |
|
|
|
|
|
|
(25,000 |
) |
Net loss applicable to non-controlling interest |
|
$ |
(1,630,762 |
) |
|
$ |
(190,093 |
) |
NET INCOME/(LOSS) APPLICABLE TO SMARTAG INTERNATIONAL, INC. |
|
|
44,820 |
|
|
|
|
|
NET INCOME/(LOSS) PER SHARE OF COMMON STOCKBasic and diluted |
|
$ |
(1,585,942 |
) |
|
$ |
(190,093 |
) |
WEIGHTED AVERAGE SHARES OUTSTANDINGBasic and diluted |
|
$ |
(0.12 |
) |
|
$ |
(0.02 |
) |
|
|
|
13,291,946 |
|
|
|
10,637,151 |
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionThe entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).
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v3.3.1.900
Other Payable
|
12 Months Ended |
Sep. 30, 2015 |
Payables and Accruals [Abstract] |
|
Other Payable |
NOTE 4 Other Payable - Related Party
During the year ended September 30,
2015, the Company received $810,000 advances from related parties which the terms were still being negotiated and currently were
recorded under other payable. $730,000 was from a related entity to a former director and $80,000 was received from Chee Song Yap.
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- DefinitionThe entire disclosure for accounts payable, accrued expenses, and other liabilities that are classified as noncurrent at the end of the reporting period.
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v3.3.1.900
Note Payable - Related Party
|
12 Months Ended |
Sep. 30, 2015 |
Notes to Financial Statements |
|
Note Payable |
NOTE 5 Note Payable
Related Party
Secured Note
On March 17, 2009, we entered into a
Secured Revolving Promissory Note (the Secured Note) with Smartag Solutions Bhd, a Malaysian corporation, the majority
stockholder of the Company. Under the terms of the Note, Smartag Solutions Bhd, agreed to advance to the Company, from
time to time and at the request of the Company, amounts up to an aggregate of $200,000 until September 30, 2014. All
advances shall be paid on or before September 30, 2015 and this advance has an interest rate of 0% per annum. As of September 30,
2015, Smartag Solutions Bhd advanced us $192,457. The Secured Note ranks senior to all current and future indebtedness
of Smartag and is secured by substantially all of the assets of Smartag. The Secured Note shall be repaid on or before September
30, 2016.
Loan Agreement
On September 19, 2013, we entered
into a Loan Agreement (Loan Agreement) with SSB. Under the terms of the agreement, SSB loaned the Company $200,000
(Loan). On May 16, 2014, the SSB increased the Loan to $300,000. The Loan shall be repaid on or before September
30, 2016 and this loan has an interest rate of 0% interest per annum. During the three months ended March 31, 2015, the Company
repaid $100,000 of the Loan.
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v3.3.1.900
Income Taxes
|
12 Months Ended |
Sep. 30, 2015 |
Income Tax Disclosure [Abstract] |
|
Income Taxes |
NOTE 6 Income Taxes
We have incurred operating losses of
$2,772,190, which, if not utilized, will begin to expire in 2019. Future tax benefits, which may arise as a result of these losses,
have not been recognized in these consolidated financial statements, and have been offset by a valuation allowance. There are additional
limitations due to our change in control. Therefore, we believe we will be unable to utilize these loss carryforwards.
The effective income tax rate for the
years ended September 30, 2015 and 2014 consisted of the following:
|
|
September 30, |
|
|
2015 |
|
2014 |
Federal statutory income tax rate |
|
|
34.00 |
% |
|
|
34.00 |
% |
State income taxes |
|
|
0 |
% |
|
|
0 |
% |
Change in valuation allowance |
|
|
(34.00 |
)% |
|
|
(34.00 |
)% |
Net effective income tax rate |
|
|
|
|
|
|
|
|
Current year added tax asset from net
loss for the years ended September 30, 2015 and 2014 are as follows:
|
|
|
September 30, |
|
|
2015 |
|
2014 |
Net operating loss |
|
$ |
1,171,374 |
|
|
$ |
131,218 |
|
Statutory tax rate (combined federal and state) |
|
|
34 |
% |
|
|
34 |
% |
Non-capital tax loss |
|
|
398,267 |
|
|
|
44,614 |
|
Valuation allowance |
|
|
(398,267 |
) |
|
|
(44,614 |
) |
|
|
$ |
|
|
|
$ |
|
|
The potential future tax benefits of
these losses have not been recognized in these consolidated financial statements due to uncertainty of their realization. When
the future utilization of some portion of the carryforwards is determined not to be more likely than not, a valuation
allowance is provided to reduce the recorded tax benefits from such assets.
The Company annually conducts an analysis
of its tax positions and has concluded that it has no uncertain tax positions as of September 30, 2015. The Company has not filed
its tax returns for the years ending September 30, 2012, 2013, 2014, and 2015.
|
X |
- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.3.1.900
Equity
|
12 Months Ended |
Sep. 30, 2015 |
Equity [Abstract] |
|
Equity |
NOTE 7 Stockholders Deficit
As of September 30, 2015, there were
authorized 500,000,000 shares of common stock, par value $0.001 per share and 25,000,000 shares of preferred stock, par value $0.001
per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the
stockholder of the corporation is sought.
On July 5, 2015, the Company authorized
the issuance of 1,000,000 shares to EBC in partial consideration of 51% of EBC. The Company placed a value of $23,000 for these
shares. These shares have not yet been issued.
On August 19, 2015, the Company issued
13,500,000 shares of restricted common stock to its director, Chee Song Yap, and recorded stock compensation expense of $310,500.
Additionally, on August 19, 2015, the Company issued 7,500,000 shares of restricted common stock to unrelated parties for services
and recorded stock compensation expense of $172,500.
There are currently 31,637,151 shares
of common stock issued and outstanding and zero shares of preferred stock issued and outstanding.
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- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
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v3.3.1.900
Concentration of Credit Risk
|
12 Months Ended |
Sep. 30, 2015 |
Risks and Uncertainties [Abstract] |
|
Concentration of Credit Risk |
NOTE 8 Concentration of Credit
Risk
We maintain our cash balances in various
financial institutions that from time to time exceed amounts insured by the Federal Deposit Insurance Corporation up to $250,000,
per financial institution. As of September 30, 2015 and 2014, our deposits did not exceed insured amounts. We
have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk on cash.
|
X |
- DefinitionThe entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.
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v3.3.1.900
Concentration of Sales
|
12 Months Ended |
Sep. 30, 2015 |
Notes to Financial Statements |
|
Concentration of Sales |
NOTE 8 Concentration of Sales
For the year ended September 30, 2015,
our revenues resulted from three customers. The three customers accounted for 52%, 24%, and 24% of our total revenue.
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v3.3.1.900
Subsequent Event
|
12 Months Ended |
Sep. 30, 2015 |
Subsequent Events [Abstract] |
|
Subsequent Event |
NOTE 10 Subsequent Events
In November 2015, Smartag signed an
agreement with Bobby Tang Siu Ki and Yang Ye Cai, the co-owners and founders of Shenzhen Shen Nan Shun Technology Co. Ltd (SSNST),
a company based in Shenzhen, China which is involved in e-commerce trading on e-Bay, Amazon and Alipay platforms. Using the expertise
of SSNST, Smartag will develop the business of e-Commerce trading, procurement, collection and distribution through a new joint
venture company in Hong Kong.
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.3.1.900
Basis of Presentation and Significant Account Policies (Policies)
|
12 Months Ended |
Sep. 30, 2015 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis of Presentation and Principles of Consolidation
The audited consolidated financial statements have been prepared in accordance with U.S.
generally accepted accounting principles and include the accounts of Smartag International, Inc. and its subsidiary, Essential
Beverage Corporation. All significant intercompany transactions and balances were eliminated in consolidation.
~
|
Use of Estimates |
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States
of America 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. Actual results could differ from those estimates.
|
Cash and Cash Equivalents |
Cash and Cash Equivalents The Company considers
investments with original maturities of 90 days or less to be cash equivalents. As
of June 30, 2014 and September 30, 2013, we have no cash equivalents.
~
|
Revenue Recognition |
Revenue Recognition The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. ASC
605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists;
(2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured.
~
|
Accounts Receivable |
Accounts Receivable - Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable
are periodically evaluated for collectability based on past credit history with customers and their current financial condition.
The Company has no allowance for doubtful accounts as of September 30, 2015 and September 30, 2014.
~
|
Stock-based Compensation |
Stock-Based Compensation
The Company records transactions under share based payment arrangements in accordance with the provisions of the FASB ASC
Topic 718, Share Based Payment Arrangements. The standard requires recognition of the cost of employee
services received in exchange for an award of equity instruments in the financial statements over the period the employee is required
to perform the services in exchange for the award. The standard also requires measurement of the cost of employee services received
in exchange for an award. The Company is using the modified prospective method allowed under this standard. Accordingly, upon adoption,
prior period amounts have not been restated. Under this application, the Company recorded the cumulative effect of compensation
expense for the unvested portion of previously granted awards that remain outstanding at the date of adoption and recorded compensation
expense for all awards granted after the date of adoption.
The standard provides that income
tax effects of share-based payments are recognized in the financial statements for those awards that will normally result in tax
deduction under existing law. Under current U.S. federal tax law, the Company would receive a compensation expense deduction related
to non-qualified stock options only when those options are exercised and vested shares are received. Accordingly, the financial
statement recognition of compensation cost for non-qualified stock options creates a deductible temporary difference which results
in a deferred tax asset and a corresponding deferred tax benefit in the income statement. The Company does not recognize a tax
benefit for compensation expense related to incentive stock options unless the underlying shares are disposed in a disqualifying
disposition.
|
Income Taxes |
Income Taxes The
Company records income taxes in accordance with the provisions of the Financial Accounting Standards Board (FASB)
Accounting Standards Codification (ASC) Topic 740, Income Taxes. The standard requires,
among other provisions, an asset and liability approach to recognize deferred tax liabilities and assets for the expected future
tax consequences of temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities. Valuation
allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred
tax assets will not be realized.
|
goodwill |
Goodwill - The Company periodically reviews the carrying value of intangible assets not subject to amortization, including
goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when
certain triggering events occur, for impairment using fair value measurement techniques. These events could include a
significant change in the business climate, legal factors, a decline in operating performance, competition, sale or
disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using
a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the
fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted
cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make
various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The
assumptions about future cash flows and growth rates are based on the Company's budget and long-term plans. Discount rate
assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a
reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of
the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the
goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill
impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill.
If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss
is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the
amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of
the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been
acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the
reporting unit.
|
Net Loss Per Share |
Net Loss Per Share
The Company computes net loss per share in accordance with FASB ASC Topic 260, Earnings per Share, Under the provisions
of the standard, basic and diluted net loss per share is computed by dividing the net loss available to common stockholders for
the period by the weighted average number of shares of common stock outstanding during the period. Common equivalent shares
related to stock options and warrants have been excluded from the computation of basic and diluted earnings per share because their
effect is anti-dilutive.
|
Concentration of Credit Risk |
Concentration of Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The
Company maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution
may exceed FDIC insured limits.
|
Financial Instruments |
Financial Instruments
Our financial instruments consist of cash, accounts payable, and notes payable. The carrying values of cash,
accounts payable, and notes payable are representative of their fair values due to their short-term maturities.
|
Marketable Securities |
Marketable Securities The Company classifies its marketable equity securities as
available-for-sale and carries them at fair market value, with the unrealized gains and losses included in the determination
of comprehensive income and reported in stockholders equity. Losses that the Company believes are other-than-temporary
are realized in the period that the determination is made. As of June 30, 2015, the Company had $25,000 in unrealized losses.
None of the investments have been hedged in any manner.
~
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v3.3.1.900
Business Combinations (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Business Combinations [Abstract] |
|
schedule purchase price allocation |
Assets |
|
$ |
4,958 |
|
Intangible assets |
|
|
|
|
Goodwill |
|
|
260,975 |
|
fair value of liabilities assumed |
|
|
(266,835 |
) |
Non controlling interest |
|
|
(22,098 |
) |
Purchase price |
|
$ |
23,000 |
|
|
proforma statement of operations |
|
|
September 30, 2015 |
|
September 30, 2014 |
REVENUES |
|
(Unaudited) |
|
(Unaudited) |
REVENUES - related party |
|
$ |
92,282 |
|
|
$ |
62,218 |
|
COST OF SALES |
|
|
|
|
|
|
|
|
GROSS PROFIT |
|
|
148,347 |
|
|
|
60,468 |
|
OPERATING EXPENSES |
|
|
(56,066 |
) |
|
|
1,750 |
|
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
1,574,696 |
|
|
|
166,843 |
|
LOSS FROM OPERATIONS |
|
|
1,574,696 |
|
|
|
166,843 |
|
Interest income/(expense) and other, net |
|
|
(1,630,762 |
) |
|
|
(165,093 |
) |
NET INCOME/(LOSS) |
|
|
|
|
|
|
(25,000 |
) |
Net loss applicable to non-controlling interest |
|
$ |
(1,630,762 |
) |
|
$ |
(190,093 |
) |
NET INCOME/(LOSS) APPLICABLE TO SMARTAG INTERNATIONAL, INC. |
|
|
44,820 |
|
|
|
|
|
NET INCOME/(LOSS) PER SHARE OF COMMON STOCKBasic and diluted |
|
$ |
(1,585,942 |
) |
|
$ |
(190,093 |
) |
WEIGHTED AVERAGE SHARES OUTSTANDINGBasic and diluted |
|
$ |
(0.12 |
) |
|
$ |
(0.02 |
) |
|
|
|
13,291,946 |
|
|
|
10,637,151 |
|
|
|
|
|
|
|
|
|
|
|
X |
- References
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Income Taxes (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Income Tax Disclosure [Abstract] |
|
schedule income tax rate |
|
|
September 30, |
|
|
2015 |
|
2014 |
Federal statutory income tax rate |
|
|
34.00 |
% |
|
|
34.00 |
% |
State income taxes |
|
|
0 |
% |
|
|
0 |
% |
Change in valuation allowance |
|
|
(34.00 |
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|
|
(34.00 |
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Net effective income tax rate |
|
|
|
|
|
|
|
|
|
schedule tax valuation |
|
|
|
September 30, |
|
|
2015 |
|
2014 |
Net operating loss |
|
$ |
1,171,374 |
|
|
$ |
131,218 |
|
Statutory tax rate (combined federal and state) |
|
|
34 |
% |
|
|
34 |
% |
Non-capital tax loss |
|
|
398,267 |
|
|
|
44,614 |
|
Valuation allowance |
|
|
(398,267 |
) |
|
|
(44,614 |
) |
|
|
$ |
|
|
|
$ |
|
|
|
X |
- DefinitionTabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.
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- DefinitionCarrying value as of the balance sheet date of obligations, including trade payables, incurred through that date and due within one year (or in the operating cycle if longer) arising from transactions not otherwise specified in the taxonomy.
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- DefinitionThe cumulative amount of the reporting entity's undistributed earnings or deficit.
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Equity (Details Narrative) - $ / shares
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Notes to Financial Statements |
|
|
Authorized Shares Common Stock |
500,000,000
|
500,000,000
|
par value common stock shares |
$ 0.001
|
|
Common Stock, Issued |
31,637,151
|
10,637,151
|
Preferred stock shares authorized |
25,000,000
|
25,000,000
|
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$ 0.001
|
|
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0
|
0
|
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