UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
NO. 4
TO
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 26, 2015
AXIOM CORP.
(Exact name of registrant as specified
in its charter)
| Colorado |
|
333-186078 |
|
N/A |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of Incorporation) |
|
|
|
Identification Number) |
| |
|
|
|
|
380 Vansickle Rd. Unit 600
St. Catharines, ON
Canada L2S 0B5
Tel. 905-646-8781
(Address, including
zip code, and telephone number, including area code,
of registrant's principal executive offices)
N/A
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
£
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY
NOTE
This
Amendment No. 4 to Form 8-K/A is being filed to amend the Form 8-K filed on February 26, 2015 (the
“Original 8-K), Amendment No. 1 filed on March 12, 2015 (“Amendment No. 1”), Amendment No. 2 filed on
April 22, 2015 (“Amendment No. 2”), and Amendment No. 3 filed on June 8, 2015, with the Securities Exchange
Commission (the “Commission”). This Amendment should be read in conjunction with the Original 8-K,
Amendment No. 1, Amendment No. 2 and Amendment No. 3. The Company is filing this Amendment No. 4 in response to comments
received from the SEC.
FORWARD
LOOKING STATEMENTS
The
following discussion, in addition to the other information contained in this Current Report (“Report”), should be
considered carefully in evaluating our prospects. This Report (including without limitation the following factors that may affect
operating results) contains forward-looking statements regarding us and our business, financial condition, results of operations
and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking
statements, but are not the exclusive means of identifying forward-looking statements in this Report. Additionally, statements
concerning future matters such as revenue projections, projected profitability, growth strategies, possible changes in legislation
and other statements regarding matters that are not historical are forward-looking statements.
Forward-looking
statements in this Report reflect the good faith judgment of our management and the statements are based on facts and factors
as we currently know them. Forward-looking statements are subject to risks and uncertainties and actual results and outcomes may
differ materially from the results and outcomes discussed in the forward-looking statements. Factors that could cause or contribute
to such differences in results and outcomes include, but are not limited to, those discussed in this Report. Readers are urged
not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. We undertake
no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise
after the date of this Report.
As
used in this Report and unless otherwise indicated, the terms “we”, “us”, “our”, the “Company”,
and refer to Axiom Corp.
ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
(1)
Share Exchange Agreement
On
February 23, 2015, Axiom Corp. (the “Company”) entered into a Share Exchange Agreement (the “Share Exchange
Agreement”) with PaperNuts Corporation, a corporation established under the laws of the Province of Ontario, Canada (“PaperNuts
Canada”), the shareholders of PaperNuts Canada (the “PaperNuts Canada Shareholders”), and Kranti Kumar Kotni,
the controlling stockholder of the Company (the “Controlling Stockholder”). Pursuant to the Share Exchange Agreement,
the Company agreed to acquire up to 1,220,165 shares, which represents 100% shares of common stock of PaperNuts Canada, from the
PaperNuts Canada Shareholders (the “PaperNuts Canada Shares”) in exchange for up to Fifty Two Million (52,000,000)
restricted shares of the Company’s common stock (the “Company Shares”).
On
February 26, 2015, the Company closed on the Share Exchange Agreement, with 95.6% of the PaperNuts Canada Shareholders exchanging
a total of 1,166,540 PaperNuts Canada Shares (the “PaperNuts Exchanged Shares”) for a total of 49,714,642 Company
Shares (the “Company Exchanged Shares”). Each PaperNuts Exchanged Shares was converted into the number of PaperNuts
Exchanged Shares at an exchange ratio of 42.617187019 (the “Exchange Ratio”), rounded, if necessary, up to the nearest
whole share (the “Share Exchange”). After the Share Exchange, PaperNuts Canada becomes a majority-owned subsidiary
of the Company.
Pursuant
to the Share Exchange Agreement, the Company also issued warrants to purchase an aggregate of 5,650,000 shares of the Company’s
common stock at exercise prices ranging from $0.056 to $0.075 per share to replace warrants previously held by PaperNuts Canada
warrant holders (the “Warrants”). The Warrants are currently exercisable and may be exercised for a period of 24 months
from the date of issuance, February 26, 2015.
The
Share Exchange Agreement contains customary representations and warranties.
Additionally,
as required by the Share Exchange Agreement, the Company and Mr. Kotni entered into a Share Transfer & Assignment Agreement
dated February 26, 2015, pursuant to which the Company, following the Closing of the Share Exchange Agreement, transferred to
Mr. Kotni all of the issued and outstanding shares of the Company’s formerly wholly-owned subsidiary, Acton Holdings Limited,
a Kenyan company. Kotni assumes all the liabilities of Acton Holdings Limited.
(2)
Stock Purchase Agreement
On
February 23, 2015, Mr. Scott MacRae, the President of PaperNuts Canada, entered into a Stock Purchase Agreement (the “Stock
Purchase Agreement”) with Mr. Kranti Kumar Kotni, the Company’s sole
officer and director, whereby Mr. MacRae, upon the successful closing of the Share Exchange Agreement, acquired 30,000,000 shares
(the “Shares”) of the Company’s common stock beneficially owned by Mr. Kranti
Kumar Kotni in exchange for Seventy Five Thousand Dollars. By virtue of the closing of the Share Exchange Agreement
as referenced above, the Stock Purchase Agreement also closed on February 26, 2015.
The
foregoing description of the Share Exchange Agreement, the Share Transfer & Assignment Agreement, the Warrants and the Stock
Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Share
Exchange Agreement, the Share Transfer & Assignment Agreement, the Warrants and the Stock Purchase Agreement, which are filed
as Exhibits 2.1, 10.1, 10.2, 10.3 and 10.4 to this Current Report and incorporated herein by reference.
ITEM
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
The
information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
As
a result of the Share Exchange Agreement, (i) we have discontinued all prior operations, and our principal business has become
the business of PaperNuts Canada, and (ii) PaperNuts became a majority owned subsidiary of the Company. As the PaperNuts Canada
Shareholders obtained the majority of the outstanding shares of the Company through the acquisition, the acquisition is accounted
for as a reverse merger or recapitalization of the Company. As such, PaperNuts Canada is considered the acquirer for accounting
purposes.
We
have included the information that would be required if the registrant were filing a general form for registration of securities
on Form 10, including a complete description of the business and operations of PaperNuts Canada as follows.
FORM
10 DISCLOSURE
We
are providing below the information that would be included in a Form 10 if we were to file a Form 10. Please note that the information
provided below relates to the combined enterprises of the Company and PaperNuts Canada after the closing of the Share Exchange
Agreement, except that information relating to periods prior to the date of the Share Exchange Agreement relate to PaperNuts Canada
unless otherwise specifically indicated.
BUSINESS
Business
Overview
PaperNuts
Corporation, is a corporation established under the laws of the Province of Ontario, Canada, We were incorporated on Apil
8, 2010 as “2239794 Ontario, Inc.”. On January 19, 2015, we filed articles of amendment with the Ministry of
Government Services in the Province of Ontario to change our name to “Papernuts Corporation”. The Companyprovides
an alternative packaging solution to plastic and corn based loose fill material. We are taking a new approach to the loose-fill
packaging industry currently dominated by the polystyrene plastic “peanut” styrofoam fillers, bubble wrap, air pillows,
crumpled paper, foam-in-place and corn starch peanut products. The waste and inconvenience of dealing with plastic material
is a problem for many end users. It commonly needs to be separated from organic or recyclable waste for proper disposal
and lasts for thousands of years in landfills. Plastic and corn-based fillers do a poor job of protecting items as they
are smooth and can be easily compressed allowing items to migrate and damage to occur. Our product “PaperNuts”
is re-usable whereas most plastic products are not.
Using
100% recycled paper and our PaperNuts machine, PaperNuts interlocks with each other forming a protective matrix around packaged
items. The trend towards environmentally friendly packaging solutions is gaining momentum with companies such as Wal-Mart and
other industry leaders, adopting new standards for responsible packaging by way of the “Sustainable Packaging Scorecard.”
(http://news.walmart.com/news-archive/2006/11/01/wal-mart-unveils-packaging-scorecard-to-suppliers)
The
main objection to polystyrene “foam peanuts” and corn fillers, besides their typical higher cost and larger carbon
footprint, is that they are not made on site but manufactured in a centrally located installation forcing the finished product
to be transported with a substantial shipping cost to the purchaser. PaperNuts is now purchased as a finished product but for
high volume users we also have the ability to supply compact PaperNuts “Factories” or machines that require only 10
square feet of floor space. Thus, providing the ability to manufacture product protection on site, which reduces the shipping
and storage costs associated with competitive products.
We
currently have a supplier agreement with SP Fiber Technologies, which has the capacity to supply our current raw material needs,
as well as our expected future needs. There are other suppliers in the marketplace that we could purchase from, but we do not
anticipate a need for any additional suppliers for the foreseeable future.
We are currently selling the finished
PaperNuts product to customers and are actively pursuing the needs of high volume end-users. Additionally, we are in negotiations
with several large providers of recycled paper to ensure long-term availability. During the year ended 2014, approximately
66% of revenues were derived from one customer. For the year ended 2013, approximately 73% of revenues were derived from
this same customer.
Located
in a St. Catharines’, Ontario industrial complex, our location serves as corporate office, production facility and storage.
The staff is made up of a team of experienced individuals including, management, sales and marketing personnel.
Company
Background and Opportunity Summary
On
March 1, 2013, we entered into an agreement with Devipack Oy, Finland to purchase its technology and intellectual property. PaperNuts
competes favorably on both price and performance with polystyrene plastic peanuts and corn-based products. Supplied as a finished
product or manufactured on site, PaperNuts is a new approach to packaging that provides better protection (cushions) for shipped
items and is environmentally friendly and biodegradable.
PaperNuts
are made from 100% recycled paper that was destined for landfill and are both biodegradable and fully recyclable after use. PaperNuts
are clean and easy to handle, non-polluting and low in particulates. Accordingly, PaperNuts is a cost effective “green alternative”
to competitive fillers and is a sustainable product. PaperNuts eliminates the contamination of its customers receiving areas and
the problem of collecting, segregating and disposing of plastic waste. Many consumers are demanding a “green” alternate
that is in keeping with the movement to cleaner and more responsible packaging solutions.
Using
PaperNuts shows that a company cares about the environment and offers many superior performance benefits as the material expands
rather than settles during shipment eliminating product migration and damage as the formation causes interlocking of individual
PaperNuts. Available in various grades of paper and lengths depending on the application, we believe that PaperNuts will
quickly become the new industry standard. PaperNuts can be shipped as a finished product ready for use or can be manufactured
on site.
The
Market Opportunity
The
North American loose fill market is highly fragmented with many different providers and products servicing this packaging function.
Loose fill, biopolymer beads, foam and plastic padding are all competing to be the packaging material of choice. The vast majority
of these products are more expensive, environmentally hazardous and offer inferior protection as compared to PaperNuts.
Over
1,000 companies produce, distribute, or manufacture loose fill products. We believe that our strategy to partner with large recyclable
paper producers will ensure it is the lowest cost producer of superior loose-fill products.
In
North America and around the world, there is a push for increased regulations governing the use of loose-fill packaging material.
In California, there has been a movement towards the banning of certain polystyrene products and this represents a large business
opportunity for PaperNuts as more and more states adopt “green” guidelines.
Environmental
concerns have led to governments throughout Western Europe taking steps to deal with the issue of packaging waste and recycling.
Recent packaging directives from the European Commission have led to the imposition of challenging targets for recycling. Many
governments are examining new ways to discourage packaging waste with landfill becoming a major political issue. With governments
implementing landfill taxes all companies will be seeking alternatives that are cost effective and environmentally friendly.
While
North America represents a significant market opportunity, so do markets where products are being sent to North America. Consumers
are now demanding more environmentally sound solutions to packaging issues. Several multi-national companies, including Wal-Mart,
now use an industry standard “Sustainable Packaging Scorecard” when selecting many of their supply partners.
Our
strategy centers on providing high volume users with a “PaperNut Factory” for just-in-time on-site production.
Products
and Services
We
plan on launching our newest machine model during the second quarter of 2015. This unit has an improved gearing system and
cut off process and is significantly faster and more reliable than prior versions. We are in the process of applying for patent
protection of our PaperNuts machines and products. Finally, a number of modifications on the type of paper nut have been developed
including variable length, weight, single and double cut products.
We
intend to customize our products such that each addresses individual industry requirements. In most cases we will supply the machine
at no cost to potential customer conditional upon a minimum paper usage. Our plan of operations assumes a customer purchases a
minimum of 2500 lbs of paper per month. Given that the capacity of a machine is at least 30,000 lbs of product per month we believe
this is a reasonable expectation on minimum usage. A single machine can produce 1500 lbs of papernuts/day in an 8 hour shift.
For
low volume end users we will provide a finished product. We see this as less than 10% of the overall business. However, we do
feel there is a significant opportunity to provide a number of large national retailers with retail ready packages as many of
them are currently selling polystyrene foam peanuts. Additionally, we will be working towards establishing strategic alliances
with large end users where we will provide them with our PaperNut machines at little to no cost on a contractual basis that they
procure a minimum amount of paper sales through us on a monthly basis.
The
Competition
The
main competition to PaperNuts is: polystyrene plastic "peanuts" or corn fillers, bubble wrap; foam and air pillows.
These products were the solution of choice for most business operators but as industry is moving away from oil-based products
and more towards "eco" friendly solutions a new market has developed for eco-friendly biodegradable solutions
such as PaperNuts. In addition to their negative environmental impact many of these oil-based products need to be shipped at a
significant cost to the customer, which ultimately increases the customer’s carbon footprint and negativelyeffects bottom
line performance..
PaperNuts
produces a “green” product that addresses all the shortcomings of polystyrene solutions. The packaging industry as
a general rule will look for change only if the change results in a direct cost savings to operations. The environmentally friendly
product, or “green” product, would only be selected by a majority of customers who can identify a lower cost and take
the added benefit of being eco-friendly. In other words, if the competition to an oil-based product does not come at a lower overall
cost then there is a strong possibility it will not be considered as a viable replacement; even if it is “green”.
PaperNuts,
if manufactured on site, will have a cost of approximately $0.90 per cubic foot whereas competitor products vary from $1.09 to
$3.43 per cubic foot. PaperNuts can also ship a finished product (12 cu ft bags of PaperNuts) directly to customers that chose
not to manufacture the “nuts” on site. The costs vary depending upon on location, but as a general guideline PaperNuts
are priced to the customer at $1.25 per cubic foot. (See chart below)
Providing
an eco-friendly “green” product that is cost competitive is our goal. We believe most businesses that can identify
an immediate savings in their packaging costs will chose to switch products.
Below
is an example of product cost comparison per cubic foot between PaperNuts and other competing products within the industry. The
cost comparisons are based on our preliminary research and may vary:
| Product | |
Size | |
Price |
| Machine
On Site | |
| |
|
| Sealed
Air Paper Machine | |
Lb | |
$1.09 |
| Ranpak
- Fillpak TT machine | |
Lb | |
$1.35 |
| Ranpak
- Padpak Jr. Machine | |
Lb | |
$1.75 |
| PaperNuts | |
lb | |
$0.90 |
| Product | |
Size | |
Cost | |
Cost
C ft |
| Loose
Fill Bag | |
| |
| |
|
| Biodegradable
Peanuts - Starch | |
12
c ft | |
$26.00 | |
$2.17 |
| Biodegradable
Peanuts - Starch | |
20
c ft | |
$40.00 | |
$2.00 |
| UPSable
Peanuts | |
7
c ft | |
$24.00 | |
$3.43 |
| Industrial
Peanuts - White anti static | |
20
c ft | |
$36.00 | |
$1.80 |
| Industrial
Peanuts - Pink anti static | |
20
c ft | |
$43.00 | |
$2.15 |
| Flo-Pak
Peanuts – regular | |
14
c ft | |
$30.00 | |
$2.14 |
| Flo-Pak
Peanuts - heavy duty | |
14
c ft | |
$32.00 | |
$2.29 |
| Flo-Pak
Peanuts - anti static | |
14
c ft | |
$33.00 | |
$2.36 |
| Styrene
Chip Anti static | |
20
c ft | |
$41.80 | |
$2.09 |
| Bubble
Wrap | |
375
ft | |
$75.00 | |
$1.50 |
| PaperNuts
by Bag | |
12
c ft | |
$15.00 | |
$1.25 |
Machine
Fabrication
PaperNuts
has selected Girotti Machine as its North American Manufacturer of the PaperNuts Paper Converter, which is the machine that turns
ordinary 100% recycled kraft paper into our finished product – PaperNuts. Girotti Machine, located in St. Catharines Ontario,
is strategically positioned close to company headquarters. Having served the manufacturing industry in the Niagara area
for more than half a century, Girotti Machine developed the expertise to serve its customers in any capacity, from machining and
fabrication to machine repair on both Ajax and National forging presses. Girotti Machine has been able to use their expertise
to serve a larger customer base across North America. With ISO 9001and Z299 certification, Girotti Machine has managed projects
in the power generation sectors, both nuclear and oil and gas, as well as the steel manufacturing industry. From material
handling equipment, to ship winches, Girotti Machine has the capability and expertise to move this project forward. Girotti
Machine has assembled a manufacturing team for the PaperNuts Paper Converter including; mechanical designers, gearing experts,
electricians, machining technicians, and a project manager.
Anticipated
Machine Production Costing
| Component | |
Cost |
| | |
|
| One
Time Fixed Costs | |
|
| Research
and Development – Tooling and Fixtures | |
$84,200 |
| First-off
Casting for Machine Head (Initial Machine & Performance Testing) | |
$18,800 |
| Initial
CSA Approval | |
$5000 |
| | |
|
| Variable
Costs | |
|
| Cost
/ Unit | |
$5,000 |
| ESA
Approval | |
$72 |
“CSA”
refers to the “Canadian Standards Association” who provide product certification to manufacturers, retailers, code
authorities and consumers around the world. In order to sell our products to the North American market, they must be tested by
an accredited third party testing agency, such as CSA, to applicable industry standards. The certification process involves sending
product samples to CSA laboratories for inspection and testing. Once all the requirements outlined in the standards are met, CSA
will issue a certification report and certificate of compliance.
“ESA”
refers to the Electrical Safety Authority which is the regulatory body governing electrical product safety in the process of Ontario.
The objectives of ESA are to ensure that electrical products do not present a serious product hazard; to ensure that electrical
products are approved; and to ensure accountability for the safety of electrical products offered for sale. ESA approvals are
obtained by obtaining a certification mark or field evaluation label from a recognized testing agency.
PaperNuts
is currently pursuing CSA & ESA certification and fully expects to have certification on it's 5th Generation machine by the
end of June 2015. We have chosen Canadian Eco Systems of Concord, Ontario to assist us with the approval process to ensure we
can achieve the respective certifications within a timely manner.
Initially
the first unit is expected to cost $16,500. Each subsequent unit is expected to cost $5,000. Furthermore, a reduction
in price is expected as quantities increase.
Anticipated
Timelines
| Component | |
Estimated
time to complete | |
Estimated
Completion Date |
| Research
and Development – Tooling and Fixtures | |
8
Weeks | |
Completed Second
Quarter 2015 |
| First-off
Casting for Machine Head | |
1
Week | |
Completed Second
Quarter 2015 |
| First
Unit | |
2
Weeks | |
June 15, 2015 |
| CSA
& ESA Approval | |
2
Weeks | |
Second Quarter
2015 |
| 25
Additional Units | |
6-8
Weeks | |
Third Quarter
2015 |
Strategic
Alliances
SP
Fiber Technologies
SPFT
is our main paper supplier. SPFT is one of only a few packaging companies that produces 100% recycled materials. They are
deeply committed to minimizing their impact on the environment, and strive to be the "greenest" mill in North America.
Major capital investments were made in 2013 at the Dublin, GA mill, and they now have the two largest and most efficient paper
machines in the kraft paper market. They are also currently converting a newsprint machine at their Newberg, OR location,
which will make them capable of being a low cost supplier to all of North America. Because of their commitment to the environment,
their capacity to supply all of North America, and their capability to do so in an efficient and low cost manner, we view SPFT
as a key supplier and partner going forward.
Research
& Innovation Division, Niagara College
We
are in collaboration with Niagara College, uses advanced manufacturing techniques to create machinery engineered specifically
for the packaging industry In our first project, we performed an analysis of our machine to evaluate its operations and then developed
and implemented potential modifications, with the overall goal of making a more cost efficient machine, thus allowing the Company
to scale its business model within the North American marketplace. Positive results from the first project resulted in a second
project, which is currently in progress. This entails creating a material handling system for dispensing the PaperNuts product.
The result of this project will enable us to respond to our customers' needs by introducing our dispenser into the packaging process.
The center at Niagara College allows us access to expertise, technology, students and equipment. This access allows us to develop
new process improvements for the next generation of PaperNuts products. We do not have any intellectual property arrangements
with Niagara College.
Marketing
We
plan to market our product through two immediate initiatives:
1.)
Paper Consumable Contracts - We provide large end users with our PaperNut machines at little to no cost on a contractual basis
that they procure a minimum amount of paper sales through us on a monthly basis.
2.) National
Retailers – We feel there is a significant opportunity to provide a number of large national retailers with retail ready
packages, as many of them are currently selling polystyrene foam peanuts at significantly higher costs.
The
primary distribution strategy will involve forming strategic partnerships with large North American distribution companies that
are looking for sustainable packaging solutions. These companies have their own sales teams across North America with a specific
focus on packaging products making it a natural fit. As a result, it avoids us having to build out a North American sales team
and supply chain network. We believe this is the most efficient market strategy and will allow us to scale the
business faster than any other option.
Over
the past year we have introduced our product to a number of potential customers, both large and medium sized operations, and haves
received an overwhelming positive response. The issue to be resolved in meeting customer requests was machine availability. To
date, customer responses received were based upon a limited marketing attempt by the Company and were “word of mouth”
opportunities.
Employee
We
had 6 employees as of June 4, 2015.
RISK
FACTORS
You
should carefully consider each of the risks and uncertainties described below and elsewhere in this Current Report on Form 8-K,
as well as any amendments or updates reflected in subsequent filings with the SEC. We believe these risks and uncertainties, individually
or in the aggregate, could cause our actual results to differ materially from expected and historical results and could materially
and adversely affect our business operations, results of operations, financial condition and liquidity. Further, additional risks
and uncertainties not presently known to us or that we currently deem immaterial may also impair our results and business operations.
Risks
Associated with Our Business
Our
business is subject to risks associated with manufacturing processes.
We
internally manufacture our own products at our production facilities. While we maintain insurance covering our manufacturing and
production facilities, including business interruption insurance, a catastrophic loss of the use of all or a portion of our facilities
due to accident, fire, explosion, labor issues, weather conditions, other natural disaster or otherwise, whether short or long-term,
could have a material adverse effect on us. Unexpected failures of our equipment and machinery may result in production delays,
revenue loss and significant repair costs, injuries to our employees, and customer claims. Any interruption in production capability
may require us to make large capital expenditures to remedy the situation, which could have a negative impact on our profitability
and cash flows. Our business interruption insurance may not be sufficient to offset the lost revenues or increased costs that
we may experience during a disruption of our operations.
Raw
material cost increases or shortages could adversely affect our results of operations.
We
are a manufacturer and our sales and profitability are dependent on the availability and cost of raw materials, which are subject
to price fluctuations. Inflationary and other increases in the costs of raw materials have occurred in the past and are
expected to recur, and our performance depends in part on our ability to reflect changes in costs in selling prices for our products. Natural
disasters and government regulation of environmental emissions, may negatively impact the production or delivery capacity of our
raw material suppliers in the chemical and paper industries. This could result in increased raw material costs or supply
shortages, which may have a negative impact on our profitability if we are unable to pass along the increased costs in our selling
prices or, in the case of a shortage, secure raw materials from alternative sources.
We
have limited contractual relationships with our customers and, as a result, our customers may unilaterally reduce the purchase
of our products.
Our
customers may unilaterally reduce the purchase of our products or, in certain cases, terminate existing orders for which we may
have incurred significant production costs. If key customers experience financial pressure, they could attempt to demand more
favorable contractual terms, which would place additional pressure on our margins and cash flows. In addition, our success depends
on our ability to respond timely to changes in customer product needs and market acceptance of our products. We must produce products
that meet the quality, performance, and price expectations of our customers. Changes in customers’ preferences for our products
can also affect the demand for our products. Lower demand for our products could adversely impact our business, financial condition
and results of operations. The loss of several customers could, in the aggregate, materially adversely affect our operations and
financial condition. In the event we lose any of our larger customers, we may not be able to quickly replace that revenue source,
which could harm our financial results.
Loss
of third-party transportation providers upon whom we depend or increases in fuel prices could increase our costs or cause a disruption
in our operations.
We
depend upon third-party transportation providers for delivery of our products to our customers. Strikes, slowdowns, transportation
disruptions or other conditions in the transportation industry, including, but not limited to, shortages of truck drivers, disruptions
in rail service, decreases in ship building or increases in fuel prices, could increase our costs and disrupt our operations and
our ability to service our customers on a timely basis.
We
Face Intense Competition
Our
industry is highly competitive, and no single company dominates an industry. Our competitors include large and small, vertically
integrated packaging products companies and numerous non-integrated smaller companies. We generally compete with companies operating
in North America. Competition from domestic or foreign lower cost manufacturers in the future could negatively impact our sales
volumes and pricing.
Litigation
or regulatory developments could adversely affect our business operations and financial performance.
We
may, in the future become, involved in lawsuits, regulatory inquiries, and governmental and other legal proceedings arising out
of the ordinary course of our business. As we hope to expand our global footprint, we become exposed to more uncertainty regarding
the regulatory environment. The timing of the final resolutions to lawsuits, regulatory inquiries, and governmental and other
legal proceedings is typically uncertain. Additionally, the possible outcomes of, or resolutions to, these proceedings could include
adverse judgments or settlements, either of which could require substantial payments.
Our
success is dependent on our ability to develop and successfully introduce new products and to acquire and retain intellectual
property rights.
Our
ability to develop and successfully market new products and to develop, acquire, and retain necessary intellectual property rights
is essential to our continued success, but cannot reasonably be assured.
The
Company has a limited operating history and limited revenues from operations.
The
Company is a development stage company and, therefore, the Company is subject to many risks common to enterprises with limited
operating history, including potential under-capitalization, limitations with respect to personnel, financial and other resources,
and limited customers and revenue sources. The Company’s ability to successfully generate sufficient revenues from operations
is dependent on a number of factors, including availability of funds to fund its current and anticipated operations, and to commercialize
its business concept. There can be no assurance that the Company will not encounter setbacks with the on-going development and
implementation of its business plan, or that funding will be sufficient to allow it to fully implement its business plan. In addition,
the Company’s assumptions and projections may not prove to be accurate, and unexpected capital needs may arise. If such
needs arise, the Company’s inability to raise additional funds, either through equity or debt financing, will materially
impair its ability to implement its business plan and generate revenues. Further, as a result of the recent volatility of the
global markets, a general tightening of lending standards, and a general decrease in equity financing and similar type transactions,
it could be difficult for the Company to obtain funding to allow it to continue developing its business operations.
As
a new business enterprise, the Company likely will experience fluctuations in its operating results.
The
Company's operating results may fluctuate significantly as a result of a variety of factors, many of which are outside its control.
As a result of the Company's lack of operating history it is difficult for the Company to forecast its revenues or earnings accurately.
The Company may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly,
any significant shortfall in revenues relative to the Company’s planned expenditures would have an immediate, adverse effect
on its business, results of operations and financial condition.
If
the Company fails to manage its growth effectively, its business could be harmed.
To
manage its growth effectively, the Company will have to develop and enhance its systems, procedures and controls and locate, hire,
train and retain management and operating personnel. The Company cannot offer any assurance that it will be able to respond on
a timely basis to all of the changing demands that its planned expansion will impose on its management and infrastructure. If
the Company is unable to manage its growth effectively, its business and operating results could be materially adversely impacted.
The
Company is dependent on its key personnel, and the loss of any could adversely affect its business.
The
Company depends on the continued performance of its officers and directors. If the Company loses the services of any key individuals
and is unable to locate suitable replacements for such persons in a timely manner, its business could be materially adversely
affected. The Company does not expect to obtain key man life insurance for any members of management in the foreseeable future.
We may not be able to retain our executive officers and key personnel or attract additional qualified key employees in the future.
Competition for qualified employees is intense, and the loss of such persons, or an inability to attract, retain and motivate
additional highly skilled employees, could have a material adverse effect on our results of operations and financial condition
and prospects. There can be no assurance that we will be able to retain our existing personnel or attract and retain additional
qualified employees.
Risks
Associated with Our Common Stock
The
Company’s stock price may be volatile.
The
market price of the Company’s common stock is likely to be highly volatile and could fluctuate widely in price in response
to various potential factors, many of which will be beyond the Company’s control, including:
·
competition;
·
additions or departures of key personnel;
·
the Company’s ability to execute its business plan;
·
operating results that fall below expectations;
·
loss of any strategic relationship;
·
industry developments;
·
economic and other external factors; and
·
period-to-period fluctuations in the Company’s financial results.
In
addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated
to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market
price of the Company’s common stock.
Dividends
Payment
of dividends on the Common Stock is within the discretion of the Board of Directors, is subject to state law, and will depend
upon the Company's earnings, if any, its capital requirements, financial condition and other relevant factors.
Penny
Stock Regulations
If
a market develops and the price of the Company's stock is below $5.00 per share, or the Company does not have $2,000,000 in net
tangible assets, or is not listed on an exchange or on the NASDAQ National Market System, among other conditions, the Company's
shares may be subject to a rule promulgated by the Securities and Exchange Commission (the “SEC”) that imposes additional
sales practice requirements on broker-dealers who sell such securities to persons other than established customers and institutional
accredited investors. For transactions covered by the rule, the broker-dealer must make a special suitability determination
for the purchaser and receive the purchaser's written consent to the transaction prior to the sale. Furthermore, if the
price of the Company's stock is below $5.00, and does not meet the conditions set forth above, sales of the Company's stock in
the secondary market will be subject to certain additional new rules promulgated by the SEC. These rules generally require,
among other things, that brokers engaged in secondary trading of stock provide customers with written disclosure documents, monthly
statements of the market value of penny stocks, disclosure of the bid and asked prices, and disclosure of the compensation to
the broker-dealer and disclosure of the sales person working for the broker-dealer. These rules and regulations may affect
the ability of broker-dealers to sell the Company's securities, thereby limiting the liquidity of the Company's securities.
They may also affect the ability of the Company’s shareholders to resell their securities in the secondary market.
FINRA
sales practice requirements may limit a stockholder’s ability to buy and sell our stock.
The
Financial Industry Regulatory Authority (“FINRA”) has adopted rules that relate to the application of the SEC’s
penny stock rules in trading our securities and require that a broker/dealer have reasonable grounds for believing that the investment
is suitable for that customer, prior to recommending the investment. Prior to recommending speculative, low priced securities
to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s
financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes
that there is a high probability that speculative, low priced securities will not be suitable for at least some customers. FINRA’s
requirements make it more difficult for broker/dealers to recommend that their customers buy our common stock, which may have
the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional
fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our common stock, reducing
a shareholder’s ability to resell shares of our common stock.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS
This
Current Report on Form 8-K contains forward-looking statements. These forward-looking statements are not historical facts but
rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,”
“intend,” “plan,” “believe,” “foresee,” “estimate” and variations
of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance
and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict
and could cause actual results to differ materially from those expressed or forecasted. You should read this Report completely
and with the understanding that actual future results may be materially different from what we expect. The forward looking statements
included in this Report are made as of the date of this Report and should be evaluated with consideration of any changes occurring
after the date of this Report. We will not update forward-looking statements even though our situation may change in the future
and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or
otherwise.
Overview
We,
through our subsidiary PaperNuts Corporation, provide an alternative packaging solution to plastic and corn based loose fill material.
We are taking a new approach to the loose-fill packaging industry currently dominated by the polystyrene plastic “peanut”
styrofoam fillers, bubble wrap, air pillows, crumpled paper, foam-in-place and corn starch peanut products. The waste and
inconvenience of dealing with plastic material is a problem for many end users. It commonly needs to be separated from organic
or recyclable waste for proper disposal and lasts for thousands of years in landfills. Plastic and corn-based fillers do
a poor job of protecting items as they are smooth and can be easily compressed allowing items to migrate and damage to occur.
Our product “PaperNuts” is re-usable whereas most plastic products are not.
Using
100% recycled paper and our PaperNuts machine, PaperNuts interlocks with each other forming a protective matrix around packaged
items. The trend towards environmentally friendly packaging solutions is gaining momentum with companies such as Wal-Mart and
other industry leaders, adopting new standards for responsible packaging by way of the “Sustainable Packaging Scorecard.”
(http://news.walmart.com/news-archive/2006/11/01/wal-mart-unveils-packaging-scorecard-to-suppliers)
The
main objection to polystyrene “foam peanuts” and corn fillers, besides their typical higher cost and larger carbon
footprint, is that they are not made on site but manufactured in a centrally located installation forcing the finished product
to be transported with a substantial shipping cost to the purchaser. PaperNuts is now purchased as a finished product but for
high volume users we also have the ability to supply compact PaperNuts “Factories” or machines that require only 10
square feet of floor space. Thus, providing the ability to manufacture product protection on site, which reduces the shipping
and storage costs associated with competitive products.
We
are currently selling the finished PaperNuts product to customers and are actively pursuing the needs of high volume end-users.
Additionally, we are in negotiations with several large providers of recycled paper to ensure long-term availability.
Located
in a St. Catharines’, Ontario industrial complex, our location serves as corporate office, production facility and storage.
The staff is made up of a team of experienced individuals including, management, sales and marketing personnel.
Results
of Operations
For
the year ended December 31, 2014 and 2013
Below
are the results of operations for PaperNuts Canada for the year ended December 31, 2014 and 2013. All figures are in Canadian
dollars unless otherwise stated.
| DESCRIPTION | |
2014 | | |
2013 | |
| | |
AMOUNT
$ | | |
AMOUNT
$ | |
| Revenues | |
| 63,630 | | |
| 55,096 | |
| Cost
of revenue | |
| 29,819 | | |
| 32,495 | |
| Expenses | |
| 377,313 | | |
| 223,295 | |
| Net
(loss) for the year | |
| (434,359 | ) | |
| (304,163 | ) |
| Basic
& diluted loss per share | |
| (0.40 | ) | |
| (0.30 | ) |
| Cash
flow (used in) operating activities | |
| (372,257 | ) | |
| (69,680 | ) |
| Cash | |
| 9,979 | | |
| - | |
| Assets | |
| 145,443 | | |
| 29,321 | |
| Liabilities | |
| 314,505 | | |
| 299,520 | |
| Dividends | |
| 0 | | |
| 0 | |
Revenue
for the year was $63,630 (2013 - $55, 096) and cost of revenue was $29,819 (2013 - $32,495) for gross profit of $33,811 and $22,601.
Expenditures
during the period totaled $377,313 (2013 – $223,295).
The
Company incurred advertising and promotion expenses of $13,954 (2013 - $1,762) due to increased promotional activity during the
year.
.
The
Company incurred interest expenses of $11,273 (2013 – $6,418) in connection with its shareholder loans outstanding. The
future expense will increase or decrease as further loans are advanced or repaid.
The
Company incurred office and general expenses of $26,769 (2013 - $25,123).
The
Company incurred rent expenses of $16,250 (2013 - $16,406) which was consistent with the prior year. Rent expense is expected
to be consistent in the short-term.
The
Company incurred salaries and fees expenses of $119,064 (2013 - $70,126). This expense is expected to increase as the Company
increases its staff.
The
Company incurred travel expenses of $21,176 (2013 - $15,924).
The
Company had a depreciation expense of $8,930 (2013- $10,472) in connection with its existing capital assets. As the Company adds
further equipment, the expense will increase.
The
Company incurred research and development costs of $23,372 (2013 – $24,488).
The
Company incurred professional fees of $136,524 (2013- $52,576) which include audit and review fees as well as legal counsel.
The
Company recorded a gain on sale of equipment of $Nil (2013 –$7,081).
The
Company recorded an impairment of assets of $90,140 (2013 - $103,683), of which $52,613 were attributed to equipment impairment,
and $37,527 to obsolete inventory.
The
Company recorded a forgiveness of shareholder loan in the amount of $Nil (2013 – $1,645).
The
Company recorded a loss on foreign exchange of $717 (2013 – $8,512) in connection with the fluctuating exchange rate.
The
Company had net loss and comprehensive loss of $434,359 (2013 - $304,163).
Patent
Rights
The
Company believes that all patents which have recently expired can be extended based on noticeable improvements to the machine/apparatus
as well as the finished product itself. The company is actively working on an entirely new generation of PaperNut
machines that is being designed to service a variety of large retail channels/outlets across North America and ultimately abroad
as the business grows. We are actively working with our patent lawyers to file provisional patents on these new machines and the
associated intellectual property.
Results
of Operations for the Three Months Ended March 31, 2015 and 2014
The following summary of our results of
operations should be read in conjunction with our condensed consolidated financial statements for the three months ended March
31, 2015 and 2014 which are included herein.
Our operating results for three months
ended March 31, 2015 and 2014 are summarized as follows:
| | |
Three
Months Ended March
31, 2015 | | |
Three
Months Ended
March
31, 2014 | |
| Revenue | |
$ | 11,301 | | |
$ | 14,195 | |
| Cost
of revenue | |
| (7,297 | ) | |
| (4,900 | ) |
| Total
expense | |
| 386,995 | | |
| 28,988 | |
| Net
loss | |
$ | (384,391 | ) | |
$ | (22,543 | ) |
Revenue
for the three months ended March 31, 2015 was $11,301 (2014 - $14,195) and cost of revenue was $7,297 (2014 - $4,900) for gross
profit of $4,004 and $9,295.
Expenditures
during the period totaled $386,995 (2014 – $28,988).
The
Company incurred advertising and promotion expenses of $1,333 (2014 - $Nil) due to increased promotional activity during the period.
The
Company incurred interest expenses of $3,591 (2014 – $2,464) in connection with its shareholder loans outstanding and note
payable. The future expense will increase or decrease as further loans are advanced or repaid.
The
Company incurred office and general expenses of $8,127 (2014 - $5,549).
The
Company incurred rent expenses of $3,273 (2014 - $3,681) which was consistent with the prior period. Rent expense is expected
to be consistent in the short-term.
The
Company incurred salaries and fees expenses of $156,263 (2014 - $1,214). This expense is expected to be consistent with the current
period in the short term.
The
Company incurred travel expenses of $5,160 (2014 - $2,195).
The
Company had a depreciation and amortization expense of $5,087 (2014- $564) in connection with its existing capital and intangible
assets. As the Company adds further equipment, the expense will increase.
The
Company incurred research and development costs of $683 (2014 – $1,812).
The
Company incurred professional fees of $55,353 (2014- $11,508) which include audit and review fees as well as legal counsel. The
increase relates to additional costs associated with the share exchange transaction described above.
The
Company recorded stock-based compensation expense of $148,125 (2014 - $Nil) relating to warrants issued by the Company during
the period. The warrants were valued using the Black-Scholes pricing model.
The
Company recorded a loss on foreign exchange of $1,400 (2014 – $2,851) in connection with the fluctuating exchange rate.
The
Company had net loss and comprehensive loss of $384,391 (2013 - $22,543).
Liquidity
and Capital Resources
The
Company had working capital deficit of approximately $235,160 as at December 31, 2014 (2013 - $195,007). The Company has
some revenue but additional funding will be required for working capital and further expansion of the business. Management believes
that it will have sufficient capital to fund its operations for the next twelve months.
We
anticipate that we will meet our ongoing cash requirements through equity or debt financing as well as product sales. We estimate
that our expenses over the next 12 months will be approximately $1,085,000 which consists of salaries and management fees of $625,000,
professional fees of $100,00, research and development expenses of $275,000, administrative expenses of $70,000 and interest of
$15,000. We further anticipate fixed purchases of approximately $500,000 over the next twelve months. These estimates may change
significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or
other sources.
In
addition to product sales, we intend to meet our cash requirements for the next 12 months through a combination of debt financing
and equity financing by way of private placements. We decided to become a reporting company to be better equipped to raise capital
by providing transparency to the public about our operations and development. There is no assurance that we will be successful
in completing any such financings on terms that will be acceptable to us.
If
we are not able to raise the funds necessary to implement our business plan as anticipated, we will scale back our business development
in line with available capital. Our main priority will be to retain our reporting status with the Securities and Exchange Commission
which means that we will first ensure that we have sufficient capital to cover our legal and accounting expenses. Once these costs
are accounted for, in accordance with how much financing we are able to secure, we will focus on developing our marketing our
products, and paying consulting and management fees. We will likely not expend funds on the remainder of our planned activities
unless we have the required capital.
Management
is unaware of any demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in
the registrant's liquidity increasing or decreasing in any material way.
Operating
Activities
In
the year ended December 31, 2014 the Company used $372,257 in operating activities compared to $69,680 in operating activities
in 2013.
Investing
Activities
In
the year ended December 31, 2014 the Company used $147,868 in investing activities compared to $20,376 in 2013.
Financing
Activities
In
the year ended December 31, 2014 the Company generated $530,305 in financing activities compared to $78,401 in 2013.
Liquidity
and Capital Resources
Working
Capital
| | |
At
| | |
At
| |
| | |
March
31, | | |
December
31, | |
| | |
2015 | | |
2014
| |
| Current
Assets | |
$ | 235,497 | | |
$ | 46,269 | |
| Current
Liabilities | |
$ | 480,693 | | |
$ | 248,977 | |
| Working
Capital Deficiency | |
$ | (245,196 | ) | |
$ | (202,708 | ) |
Cash
Flows
| | |
Three
Months Ended
| | |
Three
Months Ended | |
| | |
March
31, | | |
March
31, | |
| | |
2015 | | |
2014 | |
| Net
Cash (Used In) from Operating Activities | |
$ | (196,551 | ) | |
$ | 3,671 | |
| Increase
in Cash | |
$ | 128,816 | | |
$ | 3,671 | |
Investing
Activities
We used $5,000 in investing activities
relating to equipment purchases during the three months ended March 31, 2015.
Financing
Activities
We
received $60,367 in related party loans and advances during the three months ended March 31, 2015. Additionally we received $270,000
in subscription proceeds for a common share private placement we expect to close in the second quarter of 2015.
Future
Financings
We have generated minimal revenues, have
achieved losses since our inception, and are relying on our ability to raise additional funding to further develop operations
and a sales and marketing program so as to grow revenue and attain profitability. Our financial statements for the three months
ended March 31, 2015 have been prepared on a going concern basis and do not include any adjustments that might result from the
outcome of this uncertainty. Although we have been successful in the past in obtaining financing, there is no assurance that it
will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to our Company.
If
we are unable to obtain the necessary additional financing, then we plan to reduce the amounts that we spend on our operations,
including our accounting and legal fees, so as not to exceed the amount of capital resources that are available to us. If we do
not secure additional financing our current cash reserves and working capital may not be sufficient to enable us to establish
our operations over the next 12 months, even if we do decide to scale back our operations.
Contractual
Obligations
As a “smaller reporting company”,
we are not required to provide tabular disclosure obligations.
Going
Concern
We
have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these
reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will
be able to continue as a going concern without further financing.
Future
Financings
We
will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional
sales of the equity securities or arrange for debt or other financing to fund planned activities.
Off-Balance
Sheet Arrangements
We
have no significant 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 that are material to stockholders.
Critical
Accounting Policies
Our
financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods.
We
regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of
these policies is included in the notes to our financial statements included in this Report or incorporated herein by reference.
In general, management's estimates are based on historical experience, on information from third party professionals, and on various
other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those
estimates made by management.
Recently
Issued Accounting Pronouncements
The
Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact
on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting
pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Contractual
Obligations
None.
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.
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.
PROPERTIES
We
have maintained executive offices at 380 Vansickle Road, Unit 600, St. Catharines, Ontario, Canada. The office and general expenses
associated with leasing our office space is approximately $2,500.00 per month. We believe that our office space is adequate for
our current needs, but growth potential may require a facility due to anticipated addition of personnel. We do not have any policies
regarding investments in real estate, securities or other forms of property. We do not own any real property.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of the
date of this Current Report by: (i) each of our directors; (ii) each of our executive officers; and (iii) each person or group
known by us to beneficially own more than 5% of our issued and outstanding shares of common stock. Unless otherwise
indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.
| | |
Amount
and Nature of Beneficial Ownership | |
| | |
Common
Stock (1) | | |
Series
A
Preferred
Stock
(2)
| | |
Series
B
Preferred
Stock
(3)
| | |
%
Total Voting | |
| Name
and Address of Beneficial Owner | |
No.
of Shares | | |
%
of Class | | |
No.
of Shares | | |
%
of Class | | |
No.
of Shares | | |
%
of Class | | |
Power
(4) | |
| Directors
and Officers | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Tyler
Pearson 50 Lynn Williams Street, Suite 2104 Toronto, Ontario M6K 3R9 | |
| 1,250,000 | (5) | |
| 1.85 | % | |
| 666,667 | | |
| 25 | % | |
| 333,334 | | |
| 33.33 | % | |
| 26.52 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Scott
MacRae 1089 Quaker Road Fonthill, ON L0S 1E4 | |
| 7,300,987 | (6) | |
| 10.98 | % | |
| 1,333,334 | | |
| 50 | % | |
| 333,334 | | |
| 33.33 | % | |
| 30.30 | % |
| Andrew
Hilton 1031 Sands Lane Sydenham, ON K0H 2T0 | |
| 100,000 | (7) | |
| * | | |
| 0 | | |
| 0 | % | |
| 0 | | |
| 0 | % | |
| * | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Jerry
Moes 64 Broadway Avenue St. Catharines, ON L2M 1M4 | |
| 2,797,217 | (8) | |
| 4.20 | % | |
| 666,667 | | |
| 25 | % | |
| 333,334 | | |
| 33.33 | % | |
| 27.04 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| John
Lynch 2067 Lakeshore Blvd. West, Suite 1002 Toronto, Ontario M6K 3R9 | |
| 750,000 | (9) | |
| 1.12 | % | |
| 0 | | |
| 0 | % | |
| 0 | | |
| 0 | % | |
| * | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| All
officers and directors as a group (five persons) | |
| 12,198,204 | | |
| 17.68 | % | |
| 2,666,668 | | |
| 100 | % | |
| 1,000,002 | | |
| 100 | % | |
| 83.57 | % |
| (1) |
Based
on 66,147,975 shares of common stock issued and outstanding as of June 4, 2015. The number and percentage of shares beneficially
owned is determined under rules promulgated by the SEC and the information is not necessarily indicative of beneficial ownership
for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared
voting power or investment power and also any shares which the individual has the right to acquire within 60 days through
the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with
respect to all shares of common stock shown that are beneficially owned by them, subject to community property laws where
applicable and the information contained in the footnotes to this table. |
| (2) |
Based on 2,666,668
shares of Series A Preferred Stock issued and outstanding as of June 4, 2015. Each share of Series A Preferred Stock are convertible
into 10 shares of common stock and shall be entitled to vote on all matters submitted or required to be submitted to a vote
of the stockholders of the Company and shall be entitled to one (1) vote of each share of common stock convertible into, at
the record date for the determination of stockholders entitled to vote on such matters or, if no such record date is established,
at the date such vote is taken or any written consent of stockholders is solicited. |
| (3) |
Based on 1,000,002
shares of Series B Preferred Stock issued and outstanding as of June 4, 2015. Each share of Series B Preferred Stock are convertible
into 10 shares of common stock and shall be entitled to vote on all matters submitted or required to be submitted to a vote
of the stockholders of the Company and shall be entitled to twenty-five (25) votes of each share of common stock convertible
into, at the record date for the determination of stockholders entitled to vote on such matters or, if no such record date
is established, at the date such vote is taken or any written consent of stockholders is solicited. |
| (4) |
Percentage Total
Voting Power represents total voting power for each beneficial owner with respect to all shares of our common stock, Series
A Preferred Stock and Series B Preferred Stock beneficially owner as of June 4, 2015. |
| (5) |
Including warrants
to purchase 1,250,000 shares of common stock. |
| (6) |
Including 6,950,987
shares of common stock and warrants to purchase 350,000 shares of common stock. |
| (7) |
Including warrants
to purchase 100,000 shares of common stock. |
| (8) |
Including 2,397,217
shares of common stock and warrants to purchase 400,000 shares of common stock. |
| (9) |
Including warrants
to purchase 750,000 shares of common stock. |
DIRECTORS
AND EXECUTIVE OFFICERS
Identification
of Executive Officers and Directors of the Company
Our current
executive officers and directors are as follows:
| Name
and Age | |
Position(s)
Held | |
Tenure |
| Tyler Pearson, 32 | |
Chief Executive Officer & Director | |
From February 26, 2015 to present |
| Scott MacRae, 52 | |
President & Director | |
From February 26, 2015 to present |
| Andrew Hilton, 32 | |
Chief Financial Officer & Treasurer | |
From February 26, 2015 to present |
| Jerry Moes, 55 | |
Director | |
From February 26, 2015 to present |
| John Lynch, 54 | |
Director | |
From February 26, 2015 to present |
Tyler
Pearson, 32 – Chief Executive Officer and Director
A
graduate of Wilfrid Laurier University’s Business Program in 2004, Tyler has held a variety of progressive sales and sales
management roles within the North American packaging and distribution industry. His primary duties included business development,
P&L responsibility and North American account management. From October 2004 to July 2014, Tyler held a number of progressive
roles with Unisource Worldwide where he was primarily in charge of business development within their packaging and supply chain
vertical. Most recently, from 2012 to 2014, he managed North American Corporate Accounts for Unisource Worldwide - now Veritiv
Corp. NYSE:VRTV – where his primary role was to create customized supply chain and packaging solutions for a number of Fortune
500 companies. Tyler has been with PaperNuts since the beginning of February 2015 as CEO. He has a tremendous amount of
industry knowledge within the global fulfillment vertical and will be a critical component in developing and ultimately executing
the overall go to market business strategy for PaperNuts. Mr. Pearson was selected as a
director because of his extensive management experience, his background in the industry and his knowledge of the business of the
Company.
Scott
MacRae, 52 – President & Director
Scott
is the founder of PaperNuts Canada and its original seed investor. He has served as President of PaperNuts Canada
for the last five years. He attended Texas A&M University. From the early 1980’s through the 1990’s worked as
a computer engineer with Nortel Networks on several international telecom projects in US, China and Japan. He later worked with
the Balaton Group where he focused on mergers and acquisitions in the high tech sector. From 1995-2009 Scott worked with several
government agencies on numerous international transactions in the communications sector. The Company believes that based
upon the above experience, Mr. MacRae has the qualifications and skill set to serve as a director.
Andrew
Hilton, 32 – Chief Financial Officer and Treasurer
Andrew
is a Chartered Professional Accountant, and has been since 2008. Andrew joined the Company in September 2014 to provide
accounting services and was appointed Chief Financial Officer in February, 2015. Andrew has also served as the Chief Financial
Officer of Jaguar Financial Corporation since 2013. For the past four (4) years, Andrew has worked with Griffis Capital
as a consultant to various public and private companies assisting with the drafting and preparation of financial statements. Prior
to that, from 2010 to 2012, Andrew was the Chief Financial Officer of GC-Global Capital Corp. Andrew has a wealth of knowledge
in accounting, risk management, finance and financial modeling.
Jerry
Moes, 55 – Director
A
successful entrepreneur, Jerry established Rice Road Greenhouses and Garden Centre in 1983 and grew the business to annual sales
of over $5 million with 95 employees. Rice Road Greenhouses and Garden Centre is primarily engaged in the sales of garden products.
In 2011, he and his brother organized a subdivision development consisting of 100 homes, and as of January 2015 approximately
75% have been sold. He has a varied background, which includes agriculture, real estate development and a keen interest in environmentally
clean technology, which led him to become involved with PaperNuts Canada as an investor. The Company believes that based upon
the above experience, Mr. MacRae has the qualifications and skill set to serve as a director.
John
Lynch, 54 – Director
John
brings extensive expertise in corporate management, administration and corporate governance specifically in the public market
sector. For the past five years, he has served as CEO of Santa Rosa Mining. He served as the Chief Executive Officer and President
of NWT Uranium Corp from June 2008 to April 2012 and has held a variety of other high profile roles within the public market space.
John also has a tremendous amount of experience working within the North American packaging marketplace.The Company believes that
based upon the above experience, Mr. MacRae has the qualifications and skill set to serve as a director.
Term
of Office
Each
director of the Company and PaperNuts Canada serves for a term of one year and until his successor is elected and qualified at
the next Annual Shareholders’ Meeting, or until his death, resignation or removal. Each officer of the Company and
PaperNuts Canada serves for a term of one year and until his successor is elected and qualified at a meeting of the Board of Directors.
Significant
Employees
In
addition to the officers and directors set forth herein, we have one (1) significant employee, Steve Martin.
Mr.
Martin has held progressive positions in sales and sales management for over fifteen years. With a career spanning technology
consulting and the forest products industry, Mr. Martin has worked for organizations ranging from start up firms to large, multi-national
corporations. For the past ten years, he has held various responsibilities for Resolute Forest Products, a $4 billion plus,
international, corporation. Most recently, he managed a $100 million plus sales region (northeast United States), and a
specialty product line for Resolute Forest Products. Mr. Martin has been with PaperNuts since 2014 and his main responsibilities
include business development, material sourcing, and customer service.
Family
Relationships
There
are no family relationships among the Company’s or PaperNuts Canada’s officers, directors or persons nominated for
such positions.
Involvement
in Certain Legal Proceedings
During
the past ten years no director, executive officer, promoter or control person of the Company or PaperNuts Canada’s has been
involved in the following:
(1)
A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal
agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he
was a general partner at or within two years before the time of such filing, or any corporation or business association of which
he was an executive officer at or within two years before the time of such filing;
(2)
Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations
and other minor offenses);
(3)
Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
i. Acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of
the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director
or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any
conduct or practice in connection with such activity;
ii. Engaging
in any type of business practice; or
iii. Engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal
or State securities laws or Federal commodities laws;
(4)
Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal
or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity
described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
(5)
Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal
or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed,
suspended, or vacated;
(6)
Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to
have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission
has not been subsequently reversed, suspended or vacated;
(7)
Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding,
not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i. Any
Federal or State securities or commodities law or regulation; or
ii. 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
iii. Any
law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
(8)
Such person was 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 (15 U.S.C. 78c(a)(26))), any registered entity
(as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity
or organization that has disciplinary authority over its members or persons associated with a member.
Code
of Ethics
The
Company has not adopted any formal Code of Ethics.
Committees
of the Board of Directors
The
Company does not presently have a separately designated standing audit committee, compensation committee, nominating committee,
executive committee or any other committees of our Board of Directors. The functions of those committees are undertaken by our
Board of Directors. We believe that the creation of these committees, at this time, would be cumbersome and constitute more form
over substance.
Audit
Committee
The
Company has not established a separately designated standing audit committee. However, the Company intends to establish a new
audit committee of the Board of Directors that shall consist of independent directors. The audit committee’s duties
will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm
to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The
audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by
the internal auditors and independent registered public accounting firm, including their recommendations to improve the system
of accounting and internal controls. The audit committee shall at all times be composed exclusively of directors who are,
in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of
independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting
principles.
EXECUTIVE
COMPENSATION
PRE-TRANSACTION
AXIOM CORP.
Compensation
of Executive Officers
The
following table sets forth the compensation paid to the Company’s executive officers during the years ended August 31, 2014
and 2013.
| SUMMARY COMPENSATION
TABLE(1) |
| Name
and Principal Position | |
Year | |
Salary ($) | |
All
Other Compensation ($) | |
Total ($) |
Kranti Kumar
Kotni(2)
Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director | |
2014
2013 | |
Nil
Nil | |
Nil
Nil | |
Nil
Nil |
Michael Tesfaye
Wuhib(3)
Vice President | |
2014
2013 | |
Nil
5,000 | |
Nil
N/A | |
Nil
5,000 |
(1) We
have omitted certain columns in the summary compensation table pursuant to Item 402(a)(5) of Regulation S-K as no compensation
was awarded to, earned by, or paid to any of the executive officers or directors required to be reported in that table or column
in any fiscal year covered by that table.
(2) Kranti
Kumar Kotni has acted as our chief executive officer, chief financial officer, president, secretary, treasurer and director since
our inception on April 2, 2012 through his resignation on February 26, 2015.
(3) Michael
Tesfaye Wuhib has acted as our vice president from September 17, 2013 to March 7, 2014.
Narrative
Disclosure to Summary Compensation Table
There
are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect
to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other
termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities
following a change in control of the Company.
Outstanding
Equity Awards at Fiscal Year-End
There
are no current outstanding equity awards to our executive officers as of August 31, 2014.
Long-Term
Incentive Plans
There
are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.
Compensation
Committee
We
currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive
compensation.
Compensation
of Directors
The
directors of the Company receive no extra compensation for their services on our Board of Directors.
PRE-TRANSACTION
PAPERNUTS CORP.
The
following table sets forth the compensation paid to PaperNuts executive officers during the years ended December 31, 2013 and
2014. All amounts are set forth in Canadian Dollars.
| SUMMARY COMPENSATION
TABLE |
| Name
and Principal Position | |
Year | |
Salary ($) | |
All
Other Compensation ($) | |
Total ($) |
| Tyler
Pearson – Chief Executive Officer | |
2013
2014 | |
$0
$20,000 | |
$0
$0 | |
$0
$20,000 |
| Scott
MacRae – President | |
2013
2014 | |
$0
$27,000 | |
$0
$0 | |
$0
$27,000 |
| Andrew
Hilton – Chief Financial Officer | |
2013
2014 | |
$0
$20,000 | |
$0
$0 | |
$0
$20,000 |
| Jerry
Moes – Director | |
2013
2014 | |
$0
$0 | |
$0
$0 | |
$0
$0 |
| John
Lynch – Director | |
2013
2014 | |
$0
$0 | |
$0
$0 | |
$0
$0 |
(1) We
have omitted certain columns in the summary compensation table pursuant to Item 402(a)(5) of Regulation S-K as no compensation
was awarded to, earned by, or paid to any of the executive officers or directors required to be reported in that table or column
in any fiscal year covered by that table.
Narrative
Disclosure to Summary Compensation Table
There
are no employment contracts, compensatory plans or arrangements, including payments to be received from the PaperNuts Corporation
with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement
or other termination of employment with PaperNuts Corporation or its subsidiaries, any change in control, or a change in the person’s
responsibilities following a change in control of PaperNuts Corporation.
Outstanding
Equity Awards at Fiscal Year-End
There
are no current outstanding equity awards to PaperNuts Corporation’s executive officers as of December 31, 2014.
Long-Term
Incentive Plans
There
are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.
Compensation
Committee
We
currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive
compensation.
Compensation
of Directors
The
directors of PaperNuts Corporation receive no extra compensation for their services on the Board of Directors.
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related
Party Transactions
On
August 1, 2012, PaperNuts Canada received loans of $32,445 (CDN$32,500) from shareholders Jim Vanderzalm and Rob Moes. The loans
were unsecured, and were due and payable on demand as they were contracted to meet PaperNuts Canada’s 2012 general fiscal
obligations. In April, 2014 and January 25, 2015 Mr. Moes made additional advances of $6,818 (CDN$7,500) and $30,184 (CDN$37,500)
respectively to PapernNuts Canada. As at March 31, 2015 there is principal and interest of $67,554 ($40,290 as at December 31,
2014) outstanding in relation to those loans. The largest outstanding principal balance during the period ended March 31, 2015
was $67,554.
On
March 28, 2013 PaperNuts Canada received loans of $18,345 (CDN$18,629) from Jerry Moes, shareholder and director of PaperNuts
Canada. The loans were unsecured, and were due and payable on demand as they were contracted to meet PaperNuts Canada’s
2013 general fiscal obligations. Mr. Moes made further advances of $30,180 (CDN$32,098) on December 31, 2013 and $11,190 (CDN$12,310)
from January 1, 2014 to April 1, 2014. In January, 2015 Mr. Moes advanced an additional $15,625 (CDN$18,750). As at March
31, 2015, there is principal and interest of $70,514 ($59,522 as at December 31, 2014) outstanding in relation to those loans.
The largest outstanding principal balance during the period ended March 31, 2015 was $70,514.
In
January, 2015 PaperNuts Canada received a loan of $15,625 (CDN$18,750) from Ron Vanderzalm, a shareholder of PaperNuts Canada.
As at March 31, 2015, there is a principal and interest of $15,014 (December 31, 2014 - $Nil) outstanding in relation to this
loan. The largest outstanding principal balance during the period ended March 31, 2015 was $15,014.
During
the periods ended March 31, 2015 and 2014 the shareholders above charged interest of $2,500 (CDN$3,101) and $1,573 (CDN$1,736),
respectively on these demand loans. No payments of interest have been made and the unpaid interest is included in the loan
balances noted above.
During
the year ended December 31, 2013, Joanne Secord, a former vice-president of PaperNuts Canada earned sales commissions of CDN$18,596
and earned additional sales commissions of CDN$6,044 in 2014. These commissions were satisfied through the issuance of 50,000
common shares on April 2, 2014.
In
June 2014 PaperNuts Canada received an advance of CDN$25,000 from Scott MacRae, a director of PaperNuts Canada. This amount was
non-interest bearing and was repaid in July, 2014.
As
of March 31, 2015, the Company owes Mr. Kotni, a former director of the Company $61 (December 31, 2014 - $810) for expenditures
paid on behalf of the Company. The amount included in due to related parties is unsecured, non-interest bearing, and has
no specified repayment terms.
As
at March 31, 2015, due to related party included an additional $7,500 (December 31, 2014 - $6,594) in fees and expense reimbursements
due to officers of the Company, including Andrew Hilton, CFO and Scott MacRae, director.
Other
than disclosed above, none of the directors or executive officers of the Company or PaperNuts Corporation, nor any person who
owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its common stock, nor
any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that
has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company
or PaperNuts Corporation.
With
regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following
manner:
● Disclosing
such transactions in reports where required;
● Disclosing
in any and all filings with the SEC, where required;
● Obtaining
disinterested directors consent; and
● Obtaining
shareholder consent where required.
Director
Independence
For
purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on
which shares of the Company’s Common Stock are quoted does not have any director independence requirements. The NASDAQ definition
of “Independent Director” means a person other than an Executive Officer or employee or any other individual having
a relationship, which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director.
According
to the NASDAQ definition, two of our directors, Jerry Moes and John Lynch qualify as independent.
Review,
Approval or Ratification of Transactions with Related Persons
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.
LEGAL
PROCEEDINGS
Other
than stated below, we know of no material, existing or pending legal proceedings against the Company or PaperNuts Corporation,
nor is the Company or PaperNuts Corporation involved as a plaintiff in any material proceeding or pending litigation. There are
no proceedings in which directors, officers or any affiliates, or any registered or beneficial shareholders, of the Company or
PaperNuts Corporation is an adverse party or has a material interest adverse to the interests of the Company or PaperNuts Corporation.
In
the first quarter of 2015 PaperNuts became aware of a potential claim from an individual stating that he was owed $150,000 worth
of common shares. No action has been commenced as of the date of this report. Management is of the opinion that this potential
claim is without merit. Accordingly, no provision has been made in the financial statements.
MARKET
PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY
AND
RELATE STOCKHOLDER MATTERS
Market
For Common Equity
As
a private company not listed on a public exchange, there is a limited market for PaperNuts common stock. As of June
4, 2015, we had 54 record holders of our common stock.
The
following table sets forth the high and low prices of issuances of our common stock, without retail mark-up, mark-down or commission
and may not be reflective of actual transactions:
| Fiscal
Year Ended December 31, 2015 |
| Quarter
Ended |
|
High
(CDN$) |
|
Low
(CDN$) |
| March 31, 2015 |
|
n/a |
|
n/a |
| Fiscal
Year Ended December 31, 2014 |
| Quarter
Ended | |
High
(CDN$) | |
Low
(CDN$) |
| December 31, 2014 | |
3.00 | |
3.00 |
| September 30, 2014 | |
3.00 | |
3.00 |
| June 30, 2014 | |
0.50 | |
0.50 |
| March 31, 2014 | |
n/a | |
n/a |
| Fiscal
Year Ended December 31, 2013 |
| Quarter
Ended | |
High
(CDN$) | |
Low
(CDN$) |
| December 31, 2013 | |
n/a | |
n/a |
| September 30, 2013 | |
n/a | |
n/a |
| June 30, 2013 | |
n/a | |
n/a |
| March 31, 2013 | |
n/a | |
n/a |
Dividends
No
cash dividends were paid on our shares of common stock to the PaperNuts Shareholders. We have not paid any cash dividends since
our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.
Recent
Sales of Unregistered Securities
The
information provided in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.
Re-Purchase
of Equity Securities
None.
Securities
Authorized for Issuance under Equity Compensation Plan
None.
RECENT
SALES OF UNREGISTERED SECURITIES
The
information provided in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.
DESCRIPTION
OF THE REGISTRANT’S SECURITIES
Common
Stock
Our
Articles of Incorporation authorize us to issue 200,000,000 shares of common stock, par value $0.00001 per share. As of June 4,
201566,147,975 shares of our common stock were issued and outstanding.
Cancellation
of Shares
On
March 21, 2015, Scott MacRae, the Company’s President, (“Mr. MacRae”) cancelled and returned to treasury an
aggregate of 40,000,000 shares of the Company’s Common Stock beneficially owned by Mr. MacRae.
Preferred
Stock
Our
Articles of Incorporation authorize us to issue 100,000,000 shares of preferred stock, par value $0.00001 per share. As of June
4, 2015 2,666,668 shares of Series A Convertible Stock and 1,000,002 of Series B Preferred stock were issued and outstanding.
Voting
Rights
Except
as otherwise required by law or as may be provided by the resolutions of the Board of Directors authorizing the issuance of common
stock, all rights to vote and all voting power shall be vested in the holders of common stock. Each share of common stock
shall entitle the holder thereof to one vote.
No
Cumulative Voting
Except
as may be provided by the resolutions of the Board of Directors authorizing the issuance of common stock, cumulative voting by
any shareholder is expressly denied.
Rights
upon Liquidation, Dissolution or Winding-Up of the Company
Upon
any liquidation, dissolution or winding-up of the corporation, whether voluntary or involuntary, the remaining net assets of the
Company shall be distributed pro rata to the holders of the common stock.
We
refer you to our Articles of Incorporation, any amendments thereto, Bylaws, and the applicable provisions of the Colorado Revised
Statutes for a more complete description of the rights and liabilities of holders of our securities.
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
Under
our Bylaws, we may indemnify any officer, director, employee or person serving us at our request and who, because of such person’s
position, was or is made a party to or threatened to be made a party to any threatened, pending or completed civil, criminal,
administrative or investigative proceeding or suit, provided that such person acted in good faith and in a manner which he reasonably
believed to be in or not opposed to our best interest or, with respect to a criminal proceeding, if such person had no reason
to believe that his conduct was unlawful. To the extent that the officer, director, employee, agent or other person is successful
on the merits in a proceeding as to which such person is to be indemnified, we must indemnify such person against all expenses
incurred, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by
such person in connection with the action, suit or proceeding if such person acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.
Indemnification
may not be made for any claim, issue or matter as to which such person has been adjudged by a court of competent jurisdiction,
after exhausting all appeals therefrom, to be liable for negligence or misconduct in the performance of such person’s duty
to our company unless and only to the extent that the court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
The
indemnification is intended to be to the fullest extent permitted by the laws of the State of Colorado for any expenses actually
and reasonably incurred. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors
or officers under Colorado law, we have been advised that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.
Item 3.02
Unregistered SALES of Equity Securities.
The
information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
April 14, 2014, the Company issued 50,000 common shares at a price of CDN$0.50 per share for sales commissions of CDN$25,000 earned
in 2013 and 2014.
On
July 14, 2014, the Company issued 50,000 common shares to an individual at a price of CDN $3.00 per share for proceeds of CDN$150,000
On
September 16, 2015, the Company issued 41,666 common shares to an individual at a price of CDN $3.00 per share for proceeds of
CDN $124,998.
On
September 16, 2014, the Company issued 33,333 common shares to an individual at a price of CDN $3.00 per share for proceeds of
CDN $99,999.
On
September 18, 2014, the Company issued 41,666 common shares to an individual at a price of CDN $3.00 per share for proceeds of
CDN $124,998.
On
October 7, 2014, the Company issued 3,500 common shares to an individual at a price of CDN $3.00 for proceeds of CDN $10,500.
On
February 26, 2015, immediately prior to the closing of the Share Exchange Agreement referred to in Item 1.01 above, and as a condition
to the closing of the Share Exchange Agreement, the Company issued 49,714,642 restricted shares of the Company’s common
stock in exchange for the PaperNuts Exchanged Shares. In addition, the Company issued warrants to purchase an aggregate of 5,650,000
shares of the Company’s common stock at exercise prices ranging from $0.056 to $0.075 per share to replace warrants previously
held by PaperNuts Canada warrant holders.
On
March 21, 2015, the Company issued 2,666,668 shares of Series A Preferred Stock and 1,002,000 shares of Series B Preferred Stock
to the officers and directors of the Company in exchange for common shares owned by the officers and directors.
The
above securities were issued in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act
for transactions by an issuer not involving a public offering, or Regulation D promulgated thereunder, or Regulation S for offers
and sales of securities outside the United States.
ITEM
4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
Previous
Independent Auditors:
(a)
On April 27, 2015, Axiom Corp. (the “Company”) dismissed the registered independent public accountant, Sadler, Gibb
& Associates, LLP (“Sadler Gibb”), of 2455 East Parleys Way, Suite 320, Salt Lake City, Utah, 84109.
(b)
Sadler Gibb’s report on the financial statements for the year ended December 31, 2014 and 2013 contained no adverse opinion
or disclaimer of opinion and was not qualified or modified as to audit scope or accounting, except that the report contained an
explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern.
(c)
Our Board of Directors participated in and approved the decision to change independent accountants. Through the period covered
by the financial audit for the years ended December 31, 2014 and 2013 and through April 27, 2015 (date of dismissal), there have
been no disagreements with Sadler Gibb 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 the Sadler Gibb would have caused them
to make reference thereto in their report on the financial statements.
(d)
We have authorized Sadler Gibb to respond fully to the inquiries of the successor accountant.
(e)
During the years ended December 31, 2014 and 2013, and the interim period through March 31, 2015, there have been no reportable
events with us as set forth in Item 304(a)(1)(v) of Regulation S-K.
(f)
The Company provided a copy of the foregoing disclosures to Sadler Gibb prior to the date of the filing of this Report and requested
that Sandler Gibb furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees
with the statements. ) A copu of such report was filed as an Exhibit 16.1 of
our Form 8-K filed with the SEC on May 1, 2015 and is incorporated by reference herein to this current Report..
New
Independent Auditors:
On
April 27, 2015, the Company’s engaged MNP, LLP (“MNP”) of 900-50 Burnhamthorpe Road West, Mississauga, Ontario
Canada L5B 3C2 as its new registered independent public accountant. During the years ended December 31, 2014 and 2013 and prior
to April 27, 2015 (the date of the new engagement), we did not consult with MNP regarding (i) the application of accounting
principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial
statements by MNP, in either case where written or oral advice provided by MNP would be an important factor considered by us in
reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject
of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v)
of Regulation S-K, respectively).
ITEM 5.01 CHANGES
IN CONTROL OF REGISTRANT.
The
information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Prior
to the closing of the Share Exchange, Kotni, the Company’s former sole director and officer and owner of 30,000,000 shares
of common stock, owned 53.16% of the Company’s outstanding shares of common stock. As a result of the transactions related
to the Share Exchange Agreement, the PaperNuts Canada Shareholders own a total of 79,714,642 restricted shares of the Company,
which represents 75% of the Company’s issued and outstanding shares of common stock. The Share Exchange Agreement is being
accounted for as a “reverse acquisition,” as the PaperNuts Canada Shareholders own a majority of the outstanding shares
of the Company's capital stock immediately following the closing of the Share Exchange Agreement. Accordingly, PaperNuts
Canada is deemed to be the acquirer in the reverse acquisition. After the Closing of the Share Exchange Agreement, the Board
of Directors and management of the Company are comprised of PaperNuts Canada’s management team and the operations of PaperNuts
Canada are the continuing operations of the Company.
ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN DIRECTORS.
On
February 26, 2015, Mr. Kranti Kumar Kotni resigned as the President, Chief Executive
Officer, Chief Financial Officer, Secretary, Treasurer and sole member of the Board of Directors of the Company. Mr.
Kranti Kumar Kotni’s decision to resign did not involve any disagreement with the Company, the Company's management or the
Board of Directors.
On
February 26, 2015, immediately prior to Kotni’s resignation, the following persons were appointed as the new officers and
directors of the Company:
| Name | |
Age | |
Position(s) Held |
| Tyler Pearson | |
32 | |
Chief Executive Officer & Director |
| Scott MacRae | |
52 | |
President & Director |
| Andrew Hilton | |
32 | |
Chief Financial Officer & Treasurer |
| Jerry Moes | |
55 | |
Director |
| John Lynch | |
54 | |
Director |
For
certain biographical and other information regarding the newly appointed officers and directors, see the “Form 10 Disclosure”
included in this report under the headings “Directors and Executive Officers” and “Certain Relationships and
Related Transactions,” which disclosure is incorporated herein by reference.
ITEM
5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
The
board of directors approved a change in the Company's fiscal year end from August 31 to December 31. Accordingly, the Company's
next Annual Report on Form 10-K will be for the fiscal year ending December 31, 2014.
On
February 26, 2015, the Board of Directors and then majority shareholder of the Company approved to file a Certificate of Amendment
to its Articles of Incorporation (the “Amendment”) with the Office of the Secretary of State of Colorado to change
its name from “Axiom Corp.” to “PaperNuts Limited” (the “Name Change”). We have not filed
the Amendment with the state and the Name Change has not been effective as of the date hereof.
ITEM
5.06 CHANGE IN SHELL COMPANY STATUS.
As
a result of closing the Share Exchange Agreement, the Company is no longer a shell corporation as that term is defined in Rule
405 of the Securities Act and Rule 12b-2 of the Exchange Act.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a)
Financial Statements of Businesses Acquired.
The
audited financial statements of PaperNuts Corporation for the year ended December 31, 2014 and 2013 are filed herewith and are
incorporated herein by reference to Exhibit 99.01.
(b)
Pro forma Financial Information.
The
unaudited pro forma consolidated financial statements of the Company and PaperNuts Corporation with respect to the transaction
described in Item 2.01 of this Form 8-K are filed herewith and are incorporated herein by reference to Exhibit 99.02.
(d)
Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers
correspond to the numbering system in Item 601 of Regulation S-K.
| Exhibit | |
|
| Number
| |
Description
of Exhibit |
| 2.01 | |
Share
Exchange Agreement by and among the Company, the controlling stockholders of the Company, PaperNuts Corporation, and the shareholders
of PaperNuts Corporation dated February 23, 2015 (2) |
| 3.1(a) | |
Articles
of Incorporation (1) |
| 3.2 | |
Bylaws
(1) |
| 10.1 | |
Form of
Stock Purchase Agreement dated February 26, 2015 (2) |
| 10.2 | |
Form of
Resignation, Release and Waiver of Kranti Kumar Kotni (2) |
| 10.3 | |
Form of
Warrant (2) |
| 10.4 | |
Form of
Share Transfer & Assignment Agreement by and between the Company and Kranti Kumar Kotni (2) |
| 10.5 | |
Purchase
Agreement between Company and Devipak OY, dated March 1, 2013 (5) |
| 10.6 | |
Purchase
Agreement for Papernut Worldwide Rights between Company and Devipak OY (5) |
| 10.7 | |
Consulting
Agreement between Company and Girotti, dated March 17, 2015 (5) |
| 10.8 | |
Supply
Agreement between Company and SP Fiber Technologies, dated April 15, 2015 (5) |
| 16.1 | |
Letter
from Sadler, Gibb & Associates, LLC, dated May 1, 2015, regarding Change in Certifying Accountant (3) |
| 99.1 | |
Audited
Financial Statements for PaperNuts Corporation for the year ended December 31, 2014 and 2013 * |
| 99.2 | |
Pro Forma Consolidated Balance
Sheet of the Company and PaperNuts Corporation, as at December 31, 2014, Pro Forma Consolidated Statement of Operations for
the three months ended March 31, 2015, and Pro Forma Consolidated Statement of Operations for the year ended December 31,
2014. * |
| 99.3 | |
Form 10-Q
of the Company for the quarter ended March 31, 2015 (6) |
* Filed
Herewith
| (1) |
Incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on January 17, 2013. |
| (2) |
Incorporated by reference to the Current Report on Form 8-K filed with the SEC on February 27, 2015. |
| (3) |
Incorporated by reference
to the Current Report on Form 8-K filed with the SEC on May 1, 2015. |
| (4) |
Incorporated by reference to the Current Report on Form 8-K/A filed with the SEC on April 22, 2015. |
| (5) |
Incorporated by reference to
the Current Form 8-K filed with the SEC on June 8, 2015. |
| (6) |
Incorporated by reference
to the Form 10-Q of the Company for the quarter ended March 31, 2015 filed with the SEC on May 18, 2015 . |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
| |
Axiom
Corp. |
| |
|
| Dated:
July 7, 2015 |
Tyler
Pearson |
| |
By:
Tyler Pearson |
| |
Its:
Chief Executive Officer |
37
