UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED November 30, 2015
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number 000-54093
NEXT GALAXY CORP.
(Formerly, Wiless Controls Inc.)
(Exact Name of Small Business Issuer as specified in its charter)
NEVADA
(State or other Jurisdiction of Incorporation or Organization)
1680 Michigan Avenue, Suite 700
Miami Beach, FL 33139
(Address of principal executive offices)
(877) 407-9797
(Issuer's telephone number, including area code)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 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 [X] NO [ ]
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 if the Exchange Act.
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Large Accelerated Filer
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Accelerated Filer
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Non-accelerated Filer (Do not check if smaller reporting company)
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Smaller Reporting Company
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[X]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [ ] NO [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
As of January 14, 2016, 425,436,727 shares of the registrant's common stock were outstanding.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Our financial statements for the quarter ending November 30, 2015, have been omitted from this Form 10-Q for the reason that said financial statements have not been reviewed by our auditor in compliance with Item 8.03 of Reg. S-X. Upon the same being reviewed by our auditor, an amendment will be filed with the SEC which will contain the November 30, 2015 quarterly financial statements.
| ITEM 2. |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. |
The following discussion of the financial condition and results of our operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the period ended November 30, 2015 (this "Report"). This Report contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this report, including, without limitation, "believes", "anticipates," "expects" and the like, constitute "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.
During the past few months, we have hired independent contractors that have worked on developing a method and apparatus for facilitating social contact in a network of users. They are to create CEEK, a fully immersive and interactive social virtual reality platform that simulates the communal experience of being at a movie, music concert, sports game, museum, business conference or meeting, spectator event or travel destination.
On June 19, 2014, we entered into an IP Asset Purchase Agreement (the "Agreement") with Mary Spio ("Spio") to acquire certain assets (the "IP Assets") owned by her in consideration of 55,000,000 restricted shares of our common stock. The IP Assets are used in developing a method and apparatus for facilitating social contact in a network of users.
On or about June 19, 2014, as a result of completing our Agreement, we changed the focus of our business from services to the Machine-to-Machine market to technology solutions company that provides easy and convenient tools and resources for people to meet, communicate and connect through shared interests, events and activities.
On June 19, 2014, Mary Spio has been nominated president, principal executive officer and a member of our board of directors.
On June 23, 2014, we completed the Agreement with Mary Spio and exchanged the 55,000,000 restricted shares of our common stock for the IP Assets.
On July 14, 2014, Laurie Clark was nominated Director and Chief Operating Officer.
On August 12, 2014, as a leading technology and content solutions company developing dynamic, innovative experiences for consumers, we announced that Grammy nominated music producer Willie "Bum Bum" Baker through his new production company New Revolt has entered into partnership with us to create a series of reality shows featuring various musical artists for the CEEK platform, a fully immersive social entertainment platform in development for accessing Virtual Reality and Augmented Reality content. The "docu-series" will be shot with 360 cameras to create the most intimate and immersive experience and designed for viewing through Virtual Reality headgear, such as the Oculus Rift.
On August 19, 2014, we changed our name to Next Galaxy Corp. Our shares of common stock are traded on the OTCQB operated by the Financial Industry Regulatory Authority under the symbol "NXGA".
In September, 2014, we announced the release of a first of its kind virtual reality audio headset – Ceekars™. Ceekars™ is the world's first integrated Virtual Reality (VR) audio headset specifically optimized to work with the Oculus Rift and other head mounted VR devices that lack audio to provide dynamic, reactive sound in parallel with immersive video, completing the ultimate VR experience.
On December 7, 2014, we have signed a Business Partnership Agreement with Annex Telecom Co., Ltd, one of South Korea's top Mobile Virtual Network Operators (MVNO). Per the agreement, Next Galaxy and Annex Telecom will work together to create and distribute Virtual Reality (VR) concerts and experiences for use with devices such as the Samsung Gear VR and Oculus Rift via the CEEK Platform. Annex Telecom will also provide celebrity talent affiliations for production and marketing of VR Concerts.
For the Three and Six Month Periods ended November 30, 2015
Overview
We incurred net losses of $15,730 and $969,149 for the three month and six month periods ended November 30, 2015 as compared to net losses of $693,921 and $1,368,262 for the comparable periods of 2014.
There has been a decrease of $919,824 in general and administrative expenses, an increase in changes in value of derivative liability of $1,156,558 and an increase in interest expenses of $1,379,072 mainly attributable to the interest expense resulting from derivative liabilities.
For the six month period ended November 30, 2015, the Company spent $44,166 in professional fees, $144,000 in salary, $317,928 in consulting. For the comparable period of 2014, the Company spent $400,966 in professional fees and consulting, $108,000 in salaries and $900,000 in finder's fee paid for IP Asset Purchase.
Sales
For the three and six month periods ended November 30, 2015 and 2014 we had no revenues.
General and Administration
For the three and six month periods ended November 30, 2015, we incurred generala and administration expenses of $312,885 and $633,655 respectively. This compares to $513,105 and $1,553,482 for the same periods of the previous year, a decrease of 39% from the three month period ending 2014 and a decrease of 59% from the six month period last year. The decrease resulted from the professional fees expenses and finder's fee paid for IP Asset Purchase.
Interest
For the three and six month periods ended November 30, 2015, we incurred $292,849 and $1,385,235. This compares to $1,872 and $6,163 for the same periods of the previous year. There is an increase of 15,544% from the three month period and an increase of 22,377% from the six month period last year. The increase was caused by increased borrowings and interest expense recorded upon issuance of convertible debt in which the debt discount related to the conversion feature recorded as a derivative exceed the face value of the note.
Research and development
For the three and six month periods ended November 30, we incurred research and development expenses of $49,923 and $106,817 respectively. This compares to $0 and $0 for the same periods of the previous year . An increase of 100% from the three month period ending 2014 and an increase of 100% from the six month period last year. The increase resulted from the CEEK platform development fees.
Changes in fair value of derivative liabilities
For the three and six month periods ended November 30, 2015 we realized, in changes in fair value of derivative liabilities, a gain of $639,927 and $1,156,558 respectively. This compares to $0 and $0 for the same periods of the previous year. An increase of 100% from the three month period ending 2014 and an increase of 100% from the six month period last year.. The increase resulted from increased borrowings upon issuance of convertible debt.
Liquidity and Capital Resources
At November 30, 2015, we had $6,083 in cash, as opposed to $42,775 in cash at May 31, 2015. Total cash requirements for operations for the three month period ended August 31, 2015 was $535,279. As a result of its new business plan, management estimates that cash requirements through the end of the fiscal year ended May 31, 2016 will be between $500,000 thousand to $2,000,000 thousand. As of the date of this Report, we do not have available resources sufficient to cover the expected cash requirements through the end of the third quarter of 2016 or the balance of the year. As a result, there is substantial doubt that we can continue as an ongoing business without obtaining additional financing. Management's plans for maintaining our operations and continued existence include selling additional equity securities and borrowing additional funds to pay operational expenses. There is no assurance we will be able to generate sufficient cash from operations, sell additional shares of Common Stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and our ability to continue our existence. If our losses continue and we are unable to secure additional financing, we may ultimately be required to seek protection from creditors under applicable bankruptcy laws.
At November 30, 2015, we had total assets of $4,671,087. This was a decrease of $261,222, or 5.3%, as compared to total assets of $4,932,309 as of May 31, 2015. The decrease was primarily attributable to prepaid expenses.
At November 30, 2015, we had total liabilities of $2,750,591. This was an increase of $560,892, or 26%, as compared to liabilities of $2,189,699 as of May 31, 2015. The net increase was attributable to notes payable and derivative liabilities.
During the three month period ended November 30, 2015, the Company received additional loans from Michel St-Pierre, a shareholder, in the amount of $1,960. November 30, 2015, the loans amounted to $21,466. These loans carry an interest of 10% and are payable on demand.
Our financial condition raises substantial doubt about our ability to continue as a going concern. Management's plan for our continued existence includes selling additional stock through private placements and borrowing additional funds to pay overhead expenses while maintaining marketing efforts to raise our sales volume. Our future success is dependent upon our ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that we will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and our ability to continue as a going concern.
This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Memorandum. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We have only had operating losses which raise substantial doubts about our viability to continue our business and our auditors have issued an opinion expressing the uncertainty of our Company to continue as a going concern. If we are not able to continue operations, investors could lose their entire investment in our Company. Presently, the monthly negative cash flow amounts to $50,000 and our available cash cannot sustain current operations for more than one month. In order to continue our operations, we want to sell additional shares of common stock or borrow additional funds and generate sufficient cash from operations to support our company for the next twelve months.
Contractual Obligations
The Company is not party to any contractual obligations other than indicated in Notes 6, 7 and 8.
Off-Balance Sheet Arrangements
We are not a party to any off-balance sheet arrangements.
We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder's equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
| ITEM 3. |
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 4. CONTROLS AND PROCEDURES.
Limitations on the Effectiveness of Controls
Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.
The design of any system of controls also 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; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
As of November 30, 2015, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matter involving internal controls and procedures that our management considered to be a material weakness under the standards of the Public Company Accounting Oversight Board was the lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. The aforementioned material weaknesses were identified by our management in connection with the review of our financial statements for the period ended November 30, 2015.
Management believes that the material weakness set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
This periodic report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only the management's report in this quarterly report.
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Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; |
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Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the quarter ended November 30, 2015, that has affected, or is reasonably likely to affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
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. UNREGISTERED SALE OF EQUITY SECURITIES.
In the first quarter we issued 57,439 shares of common stock.
A total of 57,439 shares of common stock were issued to Emerson Gerard Associates, in consideration of consulting fees of $8,909, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.
The following documents are included herein:
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Exhibit
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Incorporated by reference
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Filed
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Number
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Document Description
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Form
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Date
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Number
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herewith
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3.1
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Articles of Incorporation, as amended.
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S-1
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6/19/09
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3.1
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3.2
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Bylaws.
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S-1
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6/19/09
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3.2
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4.1
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Stock Certificate
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S-1
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6/19/09
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4.1
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10.1
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Consulting Agreement – Michel St-Pierre.
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10-K
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8/19/11
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10.1
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10.2
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Consulting Agreement – Jean-Paul Langlais.
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10-K
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8/19/11
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10.2
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10.3
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Manufacturing Agreement with SMT Hautes Technologies.
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10-K
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8/19/11
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10.3
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10.4
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Partnership Agreement with Monnit Corp.
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10-K
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8/19/11
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10.4
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10.5
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License Agreement with iMetrik Global Inc.
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10-K
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8/19/11
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10.5
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10.6
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Loan Agreement with Capex Investment Limited
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10-K
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8/19/11
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10.1
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10.7
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IP Asset Purchase Agreement with Mary Spio
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8-K
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6/27/14
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10.1
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14.1
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Code of Ethics
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10-K
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8/20/10
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14.1
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer
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99.1
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Audit Committee Charter
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10-K
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8/20/10
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99.2
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99.2
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Disclosure Committee Charter
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10-K
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8/20/10
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99.3
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101.INS
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XBRL Instance Document.
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101.SCH
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XBRL Taxonomy Extension – Schema.
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101.CAL
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XBRL Taxonomy Extension – Calculations.
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101.DEF
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XBRL Taxonomy Extension – Definitions.
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101.LAB
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XBRL Taxonomy Extension – Labels.
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101.PRE
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XBRL Taxonomy Extension – Presentation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 19th day of January, 2015.
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NEXT GALAXY CORP.
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BY:
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MICHEL ST-PIERRE
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Michel St-Pierre
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President, Principal Executive Officer and Principal Financial Officer
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EXHIBIT INDEX
The following documents are included herein:
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Exhibit
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Incorporated by reference
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Filed
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Number
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Document Description
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Form
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Date
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Number
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herewith
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3.1
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Articles of Incorporation, as amended.
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S-1
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6/19/09
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3.1
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3.2
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Bylaws.
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S-1
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6/19/09
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3.2
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4.1
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Stock Certificate
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S-1
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6/19/09
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4.1
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10.1
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Consulting Agreement – Michel St-Pierre.
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10-K
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8/19/11
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10.1
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10.2
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Consulting Agreement – Jean-Paul Langlais.
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10-K
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8/19/11
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10.2
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10.3
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Manufacturing Agreement with SMT Hautes Technologies.
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10-K
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8/19/11
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10.3
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10.4
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Partnership Agreement with Monnit Corp.
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10-K
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8/19/11
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10.4
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10.5
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License Agreement with iMetrik Global Inc.
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10-K
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8/19/11
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10.5
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10.6
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Loan Agreement with Capex Investment Limited
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10-K
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8/19/11
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10.1
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10.7
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IP Asset Purchase Agreement with Mary Spio
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8-K
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6/27/14
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10.1
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14.1
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Code of Ethics
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10-K
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8/20/10
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14.1
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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X
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32.1
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer
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X
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99.1
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Audit Committee Charter
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10-K
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8/20/10
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99.2
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99.2
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Disclosure Committee Charter
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10-K
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8/20/10
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99.3
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101.INS
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XBRL Instance Document.
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101.SCH
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XBRL Taxonomy Extension – Schema.
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101.CAL
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XBRL Taxonomy Extension – Calculations.
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101.DEF
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XBRL Taxonomy Extension – Definitions.
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101.LAB
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XBRL Taxonomy Extension – Labels.
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101.PRE
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XBRL Taxonomy Extension – Presentation.
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