UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q /A
Amendment No. 1
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended May 31, 2013
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from ____________ to ____________.
Commission File Number 333-166064
OBJ Enterprises, Inc.
(Exact Name of Registrant as Specified in Charter)
Florida | 27-1070374 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
677 N. Washington Blvd., Sarasota, FL 34236
(Address of Principal Executive Offices)
(941) 952-5825
(Registrant’s Telephone Number)
Indicate by check mark whether the registrant (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 past 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 (§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 o
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 definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
There were 12,834,339 shares of the Registrant’s common stock, $0.0001 par value outstanding as of July 10, 2013.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended May 31, 2013 (“Form 10-Q”) is to submit Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files relating to our Form 10-Q for the period ended May 31, 2013, filed with the Securities and Exchange Commission on July 16, 2013.
PART II — OTHER INFORMATION
Item 6. | Exhibits |
3.1 | Articles of Incorporation (incorporated by reference to our Form S-1 filed on April 14, 2010) |
3.2 | Bylaws (incorporated by reference to our Form S-1 filed on April 14, 2010) |
3.3 | Amended Articles of Incorporation dated June 27, 2012. (incorporated by reference to our Form 10-Q filed on July 16, 2012) |
31.1 | Certification of the Chief Executive Officer and Chief Financial Officer * |
32.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 * |
101 | XBRL Interactive Data ** |
* Previously filed
** In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| OBJ ENTERPRISES, INC. | |
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Dated: July 26, 2013 | By: | /s/ Paul Watson |
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| Paul Watson President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director |
- 2 -
Significant Accounting Policies (Details) (USD $)
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9 Months Ended | 44 Months Ended | ||||
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May 31, 2013
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May 31, 2012
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May 31, 2013
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Aug. 31, 2012
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Aug. 31, 2011
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Sep. 20, 2009
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Significant Accounting Policies [Abstract] | ||||||
Cash | $ 76,626 | $ 9,356 | $ 76,626 | $ 2,652 | $ 45,169 | |
Shares issued for services | $ 315,000 | $ 935,000 |
Condensed Consolidated Statements of Operations (USD $)
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3 Months Ended | 9 Months Ended | 44 Months Ended | ||
---|---|---|---|---|---|
May 31, 2013
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May 31, 2012
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May 31, 2013
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May 31, 2012
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May 31, 2013
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Expenses: | |||||
General and administrative | $ 113,513 | $ 64,911 | $ 317,205 | $ 523,065 | $ 2,212,832 |
Loss from operations | (113,513) | (64,911) | (317,205) | (523,065) | (2,212,832) |
Other expense: | |||||
Interest expense | (58,222) | (109,452) | (257,930) | (248,618) | (536,889) |
Net loss | $ (171,735) | $ (174,363) | $ (575,135) | $ (771,683) | $ (2,749,721) |
Net loss per share - basic and diluted | $ (0.02) | $ (0.29) | $ (0.09) | $ (1.55) | |
Weighted average number of common shares outstanding - basic and diluted | 9,185,108 | 600,978 | 6,057,652 | 498,339 |
Advances from Third Parties
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9 Months Ended |
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May 31, 2013
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Advances from Third Parties [Abstract] | |
Advances from Third Parties | 4. Advances from Third Parties
During the nine months ended May 31, 2013, the Company received net, non-interest bearing advances from certain third parties totaling $361,110. The total amount due under these advances as of May 31, 2013 and August 31, 2012 was $220,760 and $280,372, respectively. These advances are not collateralized and are due on demand.
During the nine months ended May 31, 2013, the Company agreed with the lender to refinance a portion of these advances in the total amount of $420,722 into convertible promissory notes. See Note 5. |
Advances from Third Parties (Details) (USD $)
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9 Months Ended | |
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May 31, 2013
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Aug. 31, 2012
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Short-term Debt [Line Items] | ||
Debt instrument, face amount | $ 361,110 | |
Advances payable | 220,760 | 280,372 |
Short-term debt, refinanced amount | $ 420,722 |
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Going Concern
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9 Months Ended |
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May 31, 2013
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Going Concern [Abstract] | |
Going Concern | 2. Going Concern
For the nine months ended May 31, 2013, the Company had a net loss of $575,135, and negative cash flow from operating activities of $287,136. As of May 31, 2013, the Company has negative working capital of $392,204. The Company has not emerged from the development stage.
These factors raise a substantial doubt about the Company's ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business.
Management has plans to address the Company's financial situation as follows:
In the near term, management plans to continue to focus on raising the funds necessary to fully implement the Company's business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company's financial obligations. There is no assurance, however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company's ability to continue as a going concern.
In the long term, management believes that the Company's projects and initiatives will be successful and will provide cash flow to the Company which will be used to finance the Company's future growth. However, there can be no assurances that the Company's planned activities will be successful, or that the Company will ultimately attain profitability. The Company's long term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to ultimately achieve adequate profitability and cash flows from operations to sustain its operations. |
Convertible notes payable
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9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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May 31, 2013
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Convertible Note Payable [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable | 5. Convertible notes payable
On August 31, 2011, the Company signed a Convertible Promissory Note which refinanced non-interest bearing advances in the amount of $511,468 into a convertible note payable. The Convertible Promissory Note bears interest at 10% per annum and is payable along with accrued interest on August 31, 2013. The Convertible Promissory Note is convertible into common stock at the option of the holder at the rate of $0.05 per share.
On September 26, 2011, the Company signed a Convertible Promissory Note which refinanced non-interest bearing advances in the amount of $78,885 into a convertible note payable. The Convertible Promissory Note bears interest at 10% per annum and is payable along with accrued interest on August 31, 2013. The Convertible Promissory Note is convertible into common stock at the option of the holder at the rate of $0.01 per share.
On September 4, 2012, the Company signed a Convertible Promissory Note which refinanced non-interest bearing advances in the amount of $25,260 into a convertible note payable. The Convertible Promissory Note bears interest at 10% per annum and is payable along with accrued interest on September 4, 2013. The Convertible Promissory Note is convertible into common stock at the option of the holder at the rate of $0.01 per share.
On October 31, 2012, the Company signed a Convertible Promissory Note which refinanced non-interest bearing advances in the amount of $52,600 into a convertible note payable. The Convertible Promissory Note bears interest at 10% per annum and is payable along with accrued interest on October 31, 2013. The Convertible Promissory Note is convertible into common stock at the option of the holder at the rate of $0.01 per share.
On January 31, 2013, the Company signed a Convertible Promissory Note which refinanced non-interest bearing advances in the amount of $170,413 into a convertible note payable. The Convertible Promissory Note bears interest at 10% per annum and is payable along with accrued interest on January 31, 2015. The Convertible Promissory Note is convertible into common stock at the option of the holder at the rate of $0.10 per share.
On May 31, 2013, the Company signed a Convertible Promissory Note which refinanced non-interest bearing advances in the amount of $172,450 into a convertible note payable. The Convertible Promissory Note bears interest at 10% per annum and is payable along with accrued interest on May 31, 2015. The Convertible Promissory Note is convertible into common stock at the option of the holder at the rate of $0.05 per share.
The Company evaluated the terms of these note in accordance with ASC 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined that the underlying common stock is indexed to the Company's common stock. The Company determined that the conversion feature did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the notes and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, the Company recognized a beneficial conversion feature in the amount of $25,260 on September 4, 2012, $52,600 on October 31, 2012, $170,413 on January 31, 2013 and $172,450 on May 31, 2013. The beneficial conversion feature was recognized as an increase in additional paid-in capital and a discount to the Convertible Note Payable. The discount to the Convertible Note Payable is being amortized to interest expense over the life of the note.
The Company evaluated the application of ASC 470-50-40/55, Debtor's Accounting for a Modification or Exchange of Debt Instrument as it applies to the three notes listed above and concluded that the revised terms constituted a debt modification rather than a debt extinguishment because the present value of the cash flow under the terms of each of the new instruments was less than 10% from the present value of the remaining cash flows under the terms of the original notes. No gain or loss on the modifications was required to be recognized.
On September 4, 2012, the holder of the Convertible Note Payable, dated on the same date, elected to convert principal in the amount of $25,260 into 126,300 shares of common stock. On that date, the unamortized discount related to this principal was $25,260. The unamortized discount was immediately amortized to interest expense upon conversion.
On November 16, 2012, the holder of the Convertible Note Payable, dated October 31, 2012, elected to convert principal in the amount of $52,600 into 5,260,000 shares of common stock. On that date, the unamortized discount related to this principal was $52,600. The unamortized discount was immediately amortized to interest expense upon conversion.
On November 26, 2012, the holders of the Convertible Note Payable dated August 31, 2011 elected to convert principal in the amount of $58,000 into 1,160,000 shares of common stock. On that date, the unamortized discount related to this principal was $24,591. The unamortized discount was immediately amortized to interest expense upon conversion.
On February 5, 2013, the holders of the Convertible Note Payable dated August 31, 2011 elected to convert principal in the amount of $35,000 into 700,000 shares of common stock. On that date, the unamortized discount related to this principal was $11,130. The unamortized discount was immediately amortized to interest expense upon conversion.
On April 2, 2013, the holders of the Convertible Note Payable dated September 26, 2011 elected to convert principal in the amount of $7,800 into 780,000 shares of common stock in accordance with the terms of the note.
On April 8, 2013, the holders of the Convertible Note Payable dated September 26, 2011 elected to convert principal in the amount of $7,800 into 780,000 shares of common stock in accordance with the terms of the note.
On April 26, 2013, the holders of the Convertible Note Payable dated September 26, 2011 elected to convert principal in the amount of $4,600 into 460,000 shares of common stock in accordance with the terms of the note.
On May 17, 2013, the holders of the Convertible Note Payable dated September 26, 2011 elected to convert principal and unpaid accrued interest in the total amount of $9,800 into 980,000 shares of common stock in accordance with the terms of the note.
On May 23, 2013, the holders of the Convertible Note Payable dated August 31, 2011 elected to convert principal in the amount of $24,500 into 490,000 shares of common stock in accordance with the terms of the note. On that date, the unamortized discount related to this principal was $4,896. The unamortized discount was immediately amortized to interest expense upon conversion.
Convertible notes payable consist of the following as of May 31, 2013 and August 31, 2012:
The Company accrued interest in the amount of $23,568 during the nine months ended May 31, 2013. This amount was unpaid as of May 31, 2013 and is included in convertible notes payable as of that date. During the nine months ended May 31, 2013, discount on convertible notes payable in the amount of $234,362 was amortized to interest expense. |
Significant Accounting Policies
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9 Months Ended | ||||||||||||||||||
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May 31, 2013
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Significant Accounting Policies [Abstract] | |||||||||||||||||||
Significant Accounting Policies | 3. Significant Accounting Policies
Interim Financial Statements - The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended August 31, 2012 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the "SEC").
The results of operations for the nine month period ended May 31, 2013 are not necessarily indicative of the results for the full fiscal year ending August 31, 2013.
Basis of Presentation - The condensed consolidated Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States (See Note 2 regarding the assumption that the Company is a "going concern").
Principles of Consolidation - These condensed consolidated financial statements contain the accounts of the Company and its wholly owned subsidiary Obscene Interactive. All material intercompany accounts and transactions have been eliminated in consolidation. The year-end for the company and its subsidiary is August 31.
Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ.
Cash and cash equivalents - For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents were $76,626 and $2,652 at May 31, 2013 and August 31, 2012, respectively.
Cash Flows Reporting - The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method ("Indirect method") as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.
Development Stage Entity- The Company is a development stage company as defined by section ASC 915, Development Stage Entities. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.
Financial instruments - The Company's balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments
Share-based Expense - ASC 718, Compensation - Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity - Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
Share-based expense for the nine months ended May 31, 2013 and 2012 was $0 and $315,000, respectively.
Recent accounting pronouncements - Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ ("ASC") is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. We have reviewed the FASB issued Accounting Standards Update ("ASU") accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. |