UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
(Mark
One)
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.
FOR
THE QUARTERLY PERIOD ENDED JUNE 30, 2015
or
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number: 333-105778
MOPALS.COM,
INC.
(Exact
name of registrant as specified in its charter)
DELAWARE |
|
05-0554486 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
109
Atlantic Avenue, Suite 308
Toronto,
Ontario, CANADA, M6K 1X4
(Address
of principal executive offices)(Zip Code)
(416)
362-4888
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒
No ☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).
Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company filer. See definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☐ |
Smaller reporting
company |
☒ |
(Do not check if a smaller reporting company) |
|
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
☒
Indicate
the number of shares outstanding of the Registrant’s common stock, as of the latest practicable date.
Class |
|
Outstanding
at August 19, 2015 |
Common Stock,
$0.0001 par value |
|
45,804,884 |
MOPALS.COM,
INC.
QUARTERLY
REPORT ON FORM 10-Q
June
30, 2015
TABLE
OF CONTENTS
Item 1. | |
Financial Statements | |
1 |
Item 2. | |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
2 |
Item 3. | |
Quantitative and Qualitative Disclosures About Market Risk | |
6 |
Item 4. | |
Controls and Procedures | |
6 |
| |
| |
|
PART II- OTHER INFORMATION |
| |
| |
|
Item 1. | |
Legal Proceedings | |
7 |
Item 1A. | |
Risk Factors | |
7 |
Item 2. | |
Unregistered Sales of Equity Securities and Use of Proceeds | |
7 |
Item 3. | |
Defaults Upon Senior Securities | |
7 |
Item 4. | |
Mine Safety Disclosures | |
7 |
Item 5. | |
Other Information | |
7 |
Item 6. | |
Exhibits | |
8 |
| |
| |
|
SIGNATURES | |
9 |
PART
I: FINANCIAL INFORMATION
Item
1. Financial Statements
Basis
of Presentation
The
accompanying condensed and interim consolidated financial statements are presented in accordance with U.S. generally accepted
accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting only of normal occurring adjustments) considered necessary
in order to make the financial statements not misleading, have been included. Operating results for the six months ended June
30, 2015 are not necessarily indicative of results that may be expected for the year ending December 31, 2015.
The
condensed consolidated interim financial statements of the Company appear elsewhere in this report beginning with the Index to
Financial Statements on page F-1 and ending on F-11.
MOPALS.COM, INC.
AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2015
UNAUDITED
MOPALS.COM,
INC. AND SUBSIDIARIES
CONDENSED
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2015 AND 2014
CONTENTS
Condensed
Interim Consolidated Balance Sheets as at June 30, 2015 & December 31, 2014 (unaudited) |
F-2 |
|
|
Condensed
Interim Consolidated Statements of Operations and Comprehensive (Loss) for the three and six months ended June 30, 2015 and
2014 (unaudited) |
F-3 |
|
|
Condensed
Interim Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (unaudited) |
F-4 |
|
|
Condensed
Interim Consolidated Statements of Stockholders' Deficit as at June 30, 2015 (unaudited) |
F-5 |
|
|
Notes to
the Condensed Interim Consolidated Financial Statements (unaudited) |
F-6
to F-11 |
MOPALS.COM,
INC.
CONDENSED
INTERIM CONSOLIDATED BALANCE SHEETS
Unaudited
| |
June 30, | | |
December 31, | |
| |
2015 | | |
2014 | |
ASSETS | |
| | |
| |
Cash | |
$ | 55,860 | | |
$ | 143,482 | |
Prepaid & Other Assets (Note 4) | |
| 257,167 | | |
| 243,964 | |
Total Current Assets | |
| 313,027 | | |
| 387,446 | |
| |
| | | |
| | |
Equipment, net (Note 5) | |
| 25,613 | | |
| 32,713 | |
Total Assets | |
$ | 338,640 | | |
$ | 420,159 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Accounts Payable & Accrued Liabilities | |
| 274,640 | | |
| 255,078 | |
Employee Tax Deductions Payable MoCoins™ Liability | |
| 603,570 4,318 | | |
| 500,139 1,855 | |
Share Based Accrual | |
| 14,924 | | |
| 14,924 | |
Loans from Shareholder (Note 6) | |
| 1,413,146 | | |
| 1,125,671 | |
Total Liabilities | |
$ | 2,310,598 | | |
$ | 1,897,667 | |
| |
| | | |
| | |
Commitments and Contingencies (Note 7) | |
| | | |
| | |
Capital Stock; par value $0.0001 (Note 8) | |
| 4,580 | | |
| 4,580 | |
Shares Subscribed (Note 9) | |
| 1,503,775 | | |
| 1,503,775 | |
Share Subscriptions Receivable (Note 9) | |
| (1,503,775 | ) | |
| (1,503,775 | ) |
Shares to be Issued (Note 8) | |
| 370 | | |
| 300 | |
Additional Paid In Capital | |
| 2,538,187 | | |
| 2,376,105 | |
Deficit Accumulated During the Development Stage | |
| (4,767,667 | ) | |
| (3,998,186 | ) |
Foreign Currency Translation | |
| 252,572 | | |
| 139,693 | |
Total Stockholders’ Deficit | |
$ | (1,971,958 | ) | |
$ | (1,477,508 | ) |
| |
| | | |
| | |
Total Liabilities
and Stockholders’ Deficit | |
$ | 338,640 | | |
$ | 420,159 | |
The
accompanying notes are an integral part of these condensed interim consolidated financial statements.
MOPALS.COM,
INC.
CONDENSED
INTERIM CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
Unaudited
| |
For the Three Months Ended | | |
For the Three Months Ended | | |
For the Six Months Ended | | |
For the Six Months Ended | |
| |
June 30, 2015 | | |
June 30, 2014 | | |
June 30, 2015 | | |
June 30, 2014 | |
| |
| | |
| | |
| | |
| |
EXPENSES (RECOVERIES) | |
| | |
| | |
| | |
| |
Consultants & Contractors | |
| 250,186 | | |
| 250,309 | | |
| 541,607 | | |
| 473,454 | |
General & Administrative Expenses | |
| 83,166 | | |
| 76,672 | | |
| 193,625 | | |
| 187,174 | |
Occupancy Costs | |
| 35,248 | | |
| 41,560 | | |
| 68,610 | | |
| 100,268 | |
Share Based Compensation (Note 10) | |
| (141,242 | ) | |
| 118,734 | | |
| (42,315 | ) | |
| 237,468 | |
Depreciation | |
| 4,133 | | |
| 5,070 | | |
| 7,954 | | |
| 8,296 | |
Total Operating Expense & Loss before Income Taxes | |
| 231,491 | | |
| 492,345 | | |
| 769,481 | | |
| 1,006,660 | |
Provision for Income Taxes | |
| - | | |
| - | | |
| - | | |
| - | |
Net loss from Operations | |
| (231,491 | ) | |
| (492,345 | ) | |
| (769,481 | ) | |
| (1,006,660 | ) |
| |
| | | |
| | | |
| | | |
| | |
Foreign currency translation adjustment, net of taxes | |
| (22,220 | ) | |
| 32,848 | | |
| 112,879 | | |
| 31,163 | |
Other Comprehensive (Loss) Income | |
| (22,220 | ) | |
| 32,848 | | |
| 112,879 | | |
| 31,163 | |
| |
| | | |
| | | |
| | | |
| | |
Total Comprehensive Loss | |
| (253,711 | ) | |
| (459,497 | ) | |
| (656,602 | ) | |
| (975,497 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss per common share (Note 11): | |
| | | |
| | | |
| | | |
| | |
Basic and Diluted: | |
| | | |
| | | |
| | | |
| | |
Net (Loss) per common share | |
| (0.01 | ) | |
| (0.01 | ) | |
| (0.02 | ) | |
| (0.02 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted Average Number of Shares Outstanding - Basic and Diluted During the Period | |
| 45,804,884 | | |
| 51,739,437 | | |
| 45,804,884 | | |
| 51,739,437 | |
The
accompanying notes are an integral part of these condensed interim consolidated financial statements.
MOPALS.COM,
INC.
CONDENSED
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited
| |
For the Six Months Ended | | |
For the Six Months Ended | |
| |
June 30, 2015 | | |
June 30, 2014 | |
Cash Flows used in Operating Activities | |
| | |
| |
Net (Loss) | |
$ | (769,481 | ) | |
| (1,006,660 | ) |
Adjustments to reconcile net (loss) income to net cash from operating activities: | |
| | | |
| | |
Depreciation | |
| 7,954 | | |
| 8,296 | |
| |
| | | |
| | |
Stock-based compensation expense (recovery) | |
| (42,315 | ) | |
| 237,468 | |
| |
| | | |
| | |
Increase (Decrease) in net assets: | |
| | | |
| | |
Increase in Prepaids & Other Assets | |
| (13,203 | ) | |
| (41,543 | ) |
Bank Overdraft | |
| - | | |
| 31,147 | |
Increase in MoCoins™ liability | |
| 2,463 | | |
| 17,333 | |
Increase in Accounts Payable & Accrued Liabilities | |
| 200,993 | | |
| 75,118 | |
Net Cash Flows used in Operating Activities | |
| (613,589 | ) | |
| (678,841 | ) |
| |
| | | |
| | |
Cash Flows from Financing Activities | |
| | | |
| | |
Shares Issued | |
| - | | |
| 25 | |
Shares to be issued | |
| 70 | | |
| 20 | |
Additional Paid In Capital | |
| 126,397 | | |
| 45,435 | |
Increase in Shareholders’ Loan | |
| 254,346 | | |
| 166,223 | |
Net Cash Flows from Financing Activities | |
| 380,813 | | |
| 211,703 | |
| |
| | | |
| | |
Cash Flows used in Investing Activities | |
| | | |
| | |
Purchases of Capital Equipment | |
| (3,066 | ) | |
| (14,942 | ) |
| |
| | | |
| | |
Net Cash Flows used in Investing Activities | |
| (3,066 | ) | |
| (14,942 | ) |
| |
| | | |
| | |
Net Cash Flows | |
$ | (235,842 | ) | |
| (482,080 | ) |
| |
| | | |
| | |
Effects of Exchange Rate on Cash | |
| 148,220 | | |
| 44,430 | |
| |
| | | |
| | |
Cash and Cash Equivalents – Beginning of Period | |
| 143,482 | | |
| 437,650 | |
Cash and Cash Equivalents – End of Period | |
$ | 55,860 | | |
| - | |
| |
| | | |
| | |
Supplemental Cash Flow Information | |
| | | |
| | |
Interest Paid | |
$ | - | | |
| - | |
Income Taxes Paid | |
| - | | |
| - | |
The
accompanying notes are an integral part of these condensed interim consolidated financial statements.
MOPALS.COM,
INC.
CONDENSED
INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
Unaudited
| |
| | |
Shares | | |
| | |
Shares | | |
Additional | | |
Accumulated
Deficit | | |
Accumulated other | | |
Total | |
| |
Common
Stock | | |
to
be | | |
Shares | | |
Subscriptions | | |
Paid
in | | |
during | | |
Comprehensive | | |
Shareholders | |
| |
Shares | | |
Amount | | |
Issued | | |
Subscribed | | |
Receivable | | |
Capital | | |
Development | | |
Income | | |
Deficit | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance, January 1, 2015 | |
| 45,804,884 | | |
$ | 4,580 | | |
$ | 300 | | |
$ | 1,503,775 | | |
$ | (1,503,775 | ) | |
$ | 2,376,105 | | |
$ | (3,998,186 | ) | |
$ | 139,693 | | |
$ | (1,477,508 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Shares to be issued (Note 8) | |
| - | | |
| - | | |
| 70 | | |
| - | | |
| - | | |
| 204,397 | | |
| - | | |
| - | | |
| 204,467 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Share based compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 12,431 | | |
| - | | |
| - | | |
| 12,431 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Options forfeited | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (54,746 | ) | |
| - | | |
| - | | |
| (54,746 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 112,879 | | |
| 112,879 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (769,481 | ) | |
| - | | |
| (769,481 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, June 30, 2015 | |
| 45,804,884 | | |
| 4,580 | | |
| 370 | | |
| 1,503,775 | | |
| (1,503,775 | ) | |
| 2,538,187 | | |
| (4,767,667 | ) | |
| 252,572 | | |
| (1,971,958 | ) |
The
accompanying notes are an integral part of these condensed interim consolidated financial statements.
MOPALS.COM, INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
JUNE 30, 2015
1. |
NATURE OF OPERATIONS AND ORGANIZATION |
Nature of Operations
Mopals.com, Inc. and its subsidiaries ("Mopals"
or the “Company”) were incorporated August 7, 2012 and are organized under the laws of the State of Nevada.
Mopals’ operations are presently conducted through
the Company’s wholly owned subsidiary, Mopals Canada Inc. (an Ontario, Canada company). The planned operations
of the Company consist of becoming a social media rewards platform in Canada and the United States. The Company is currently conducting
development activities to operationalize certain technology that the Company has developed so it can attract users to its platform.
During the last year, the Company secured a facility in Toronto, Ontario, Canada, which houses all of its employees and development
activities. The Company also is in the process of raising additional equity capital to support the completion of its development
activities to begin the launch of its application.
The Company’s activities are subject to significant
risks and uncertainties, including failing to secure additional funding to operationalize the Company’s current technology
before another company develops similar technology and applications.
These unaudited condensed interim consolidated
financial statements should be read in conjunction with the annual financial statements for Mopals.com, Inc. most recently completed
fiscal year ended December 31, 2014. These unaudited condensed interim consolidated financial statements do not include all disclosures
required in annual financial statements, but rather are prepared in accordance with recommendations for interim financial statements
in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited
condensed interim consolidated financial statements have been prepared using the same accounting policies and methods as those
used by the Company in the annual audited consolidated financial statements for the year ended December 31, 2014, except when disclosed
below.
The unaudited condensed interim consolidated
financial statements contain all adjustments (consisting of only normal recurring adjustments) which are necessary to present fairly
the financial position of the Company as at June 30, 2015, and the results of its operations for the three and six month periods
ended June 30, 2015 and 2014 and its cash flows for the six month periods ended June 30, 2015 and 2014. Note disclosures have been
presented for material updates to the information previously reported in the annual audited consolidated financial statements.
MOPALS.COM, INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
JUNE 30, 2015
2. |
BASIS OF PRESENTATION (Continued) |
a) Estimates
The preparation of these consolidated financial
statements has required management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of the revenues and expenses
during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to accrued liabilities,
income taxes and stock based compensation. The Company bases its estimates on historical experiences and on various other assumptions
believed to be reasonable under the circumstances. Actual results could differ from those estimates. As adjustments become necessary,
they are reported in earnings in the period in which they become known.
In June 2014, the FASB issued the FASB Accounting Standards Update
No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment
to Variable Interest Entities Guidance in Topic 810, Consolidation, which removes all incremental financial reporting requirements
from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. The
presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December
15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015.
Early adoption is permitted. The Company adopted ASU 2014-10 during the year ended December 31, 2015, thereby no longer presenting
or disclosing any information required by Topic 915.
These financial statements have been prepared
assuming the Company will continue on a going-concern basis. The Company has incurred losses since inception and the ability of
the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise
adequate financing. Accumulated losses from inception to June 30, 2015 total $4,767,667. In order for the Company to
meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate
such financing.
4. |
PREPAID AND OTHER ASSETS |
| |
June 30, | | |
December 31, | |
| |
2015 | | |
2014 | |
Prepaid Assets | |
| 122,302 | | |
| 122,302 | |
Harmonized Sales Tax | |
| 134,865 | | |
| 121,662 | |
Total | |
$ | 257,167 | | |
$ | 243,964 | |
The Harmonized Sales Tax (“HST”)
is a federal - provincial harmonized sales tax that applies to the supply of most property and services in Canada. Generally, HST
registrants must charge and account for the HST on taxable supplies of property and services made in Canada. The HST rate in Ontario
is 13%. Registrants collect the HST on most of their sales and pay HST on most purchases they make to operate their business. They
can claim an input tax credit, to recover the HST paid or payable on the purchases they use in their commercial activities.
MOPALS.COM, INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
JUNE 30, 2015
The net book value of property, plant &
equipment as of June 30, 2015 was as follows:
| |
Cost | | |
Amortization | | |
NBV | |
Computer hardware | |
$ | 21,223 | | |
$ | 10,100 | | |
$ | 11,123 | |
Computer Software | |
| 25,949 | | |
| 16,008 | | |
| 9,941 | |
Furniture & Equipment | |
| 8,017 | | |
| 3,468 | | |
| 4,549 | |
Total | |
$ | 55,189 | | |
$ | 29,576 | | |
$ | 25,613 | |
The net book value of property, plant &
equipment as of December 31, 2014 was as follows:
| |
Cost | | |
Amortization | | |
NBV | |
Computer hardware | |
$ | 19,961 | | |
$ | 7,437 | | |
$ | 12,524 | |
Computer Software | |
| 27,462 | | |
| 13,027 | | |
| 14,435 | |
Furniture & Equipment | |
| 8,620 | | |
| 2,866 | | |
| 5,754 | |
Total | |
$ | 56,043 | | |
$ | 23,330 | | |
$ | 32,713 | |
Depreciation expense for the six months ending
June 30, 2015 and 2014 was $7,954 and $8,296, respectively.
6. |
ADVANCES FROM SHAREHOLDER |
As of June 30, 2015, the controlling shareholder
and Chief Executive Officer of the Company had advanced $1,413,146 to fund the working capital of the Company. The advances are
unsecured, non-interest bearing and due on demand.
7. |
COMMITMENTS & CONTINGENCIES |
On February 10, 2014, the Company entered into
a new lease agreement for office space. The schedule below outlines the expected remaining lease payments over the life of the
lease.
2015 (remainder) | |
| 65,132 | |
2016 | |
| 136,201 | |
2017 | |
| 145,108 | |
2018 | |
| 49,359 | |
In the normal course of business, the Company
becomes involved in various legal actions seeking compensatory and occasionally punitive damages, including actions brought on
behalf of various purported classes of claimants and claims relating to employee and third-parties.
a) Authorized
100,000,000 Common Shares with a par value of
$0.0001.
MOPALS.COM, INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
JUNE 30, 2015
8. |
CAPITAL STOCK (Continued) |
b) Stock Options
In July, 2013, options were issued to three
directors who signed Directors Agreements allowing them to purchase 300,000 shares each at a strike price of $0.25 per share. These
were signed on July 1, July 3, and July 6 respectively. On December 7, 2013, an additional director was hired with the same option
plan. On October 25, 2014, an additional director was hired and granted stock options allowing him to purchase 400,000 common shares
each at a strike price of $0.35 per share. As of June 30, 2015, 600,000 of these options had been exercised. These option plans
also contain options that will occur in the second and third years of employment with Mopals, the details of the total option plans
are outlined below:
2013 Director Agreement
Year | |
Options | | |
Strike Price | |
1 | |
| 1,200,000 | | |
$ | 0.25 | |
2 | |
| 1,200,000 | | |
$ | 0.35 | |
3 | |
| 1,200,000 | | |
$ | 0.40 | |
2014 Director Agreement
Year | |
Options | | |
Strike Price | |
1 | |
| 400,000 | | |
$ | 0.35 | |
2 | |
| 500,000 | | |
$ | 0.55 | |
3 | |
| 500,000 | | |
$ | 0.65 | |
c) Shares to be issued
On October 30, 2014, a private investor delivered
$223,350 to purchase 1,000,000 shares of the company issued at $0.25 per share. During the period ended June 30, 2015, one director
subscribed for 100,000 common shares at $0.25 per share for cash proceeds of $24,467. Another director exercised her options
to acquire 300,000 common shares at $0.25 per share and 300,000 common shares at $0.35 per share for total consideration of $180,000
of which $102,000 was received in cash and $78,000 was in settlement of directors’ fees owed to this individual. As of June
30, 2015, these shares had not been issued.
9. |
SHARE SUBSCRIPTIONS RECEIVABLE |
On December 21, 2012, the Company agreed to
issue 9,000,000 shares of the Company to private investors for subscriptions receivable of $2,250,000. On June 30, 2015, the balance
of the subscription receivable was $1,503,775 (December 31, 2014 - $1,503,775).
10. |
STOCK-BASED COMPENSATION |
The Company’s Stock Option Plan is currently
being established in order to enable the Company to attract and retain the services of highly qualified and experienced directors,
officers, employees and consultants, and to give such persons an interest in the success of the Company and its subsidiaries. The
options and awards will be granted at the discretion of the Board of Director. The fair value of each option granted is estimated
at the time of grant using the Black-Scholes option pricing model using the following weighted average assumptions:
2014 Options Granted
Fiscal Year ended December 31, 2014 |
|
|
|
|
|
|
|
|
Exercise Price |
|
$ |
0.44 |
|
Risk-free interest rate |
|
|
0.49 |
% |
Expected term (years) |
|
|
3.15 |
|
Expected volatility |
|
|
243 |
% |
Expected dividend yield |
|
|
0 |
% |
MOPALS.COM, INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
JUNE 30, 2015
10. |
STOCK-BASED COMPENSATION (Continued) |
During the year ended December 31,
2014, the Company agreed to issue 100,000 common shares to certain employees. These common shares vest over 12 months. These shares
were valued at $16,666 based on the current stock price at the date of grant of $0.25 and an estimated forfeiture rate of 33%,
of which $10,696 was accrued at June 30, 2015 (December 31, 2014 - $5,970) and recorded as stock based compensation on the consolidated
statements of operations.
During the three months ended June
30, 2015, the Company agreed to issue 50,000 common shares to a certain employee. These common shares vest over 12 months. These
shares were valued at $8,333 based on the current stock price at the date of grant of $0.25 and an estimated forfeiture rate of
33%, of which $1,735 was accrued at June 30, 2015 and recorded as stock based compensation on the consolidated statements of operations.
All of the director stock options
vest over the 36 months. The Company granted NIL stock options to directors during the six month period ended June 30, 2015 (2014
– nil). The following table summarizes the stock option activities of the Company:
| |
Number of Options | | |
Weighted Average Exercise Price | |
Balance, December 31, 2013 | |
| 1,200,000 | | |
| 0.25 | |
Granted | |
| 1,850,000 | | |
| 0.44 | |
Balance, December 31, 2014 | |
| 3,050,000 | | |
| 0.36 | |
Granted | |
| - | | |
| - | |
Exercised | |
| (600,000 | ) | |
| 0.30 | |
Options Forfeited | |
| (1,300,000 | ) | |
| 0.35 | |
Balance, June 30, 2015 | |
| 1,150,000 | | |
| 0.41 | |
The Company’s computation of expected
volatility is based on the Company’s market close price over the period equal to the expected life of the options. The Company’s
computation of expected life reflects actual historical exercise activity and assumptions regarding future exercise activity of
unexercised, outstanding options.
The Company’s expected dividend yield
is 0%, since there is no history of paying dividends and there are no plans to pay dividends. The Company’s risk-free interest
rate is the Canadian Treasury Bond rate for the period equal to the expected term.
The total number of options outstanding as at
June 30, 2015 was 1,150,000 (December 31, 2014 – 3,050,000).
As at June 30, 2015, the Company had 1,150,000
(December 31, 2014 - 1,450,000) vested options. As at June 30, 2015, the number of unvested options expected to vest (including
the impact of expected forfeitures) had been estimated at NIL (December 31, 2014 – 1,600,000). As at June 30, 2015, the total
fair value of future expense to be recorded in subsequent periods (assuming no forfeiture occurs) is NIL (December 31, 2014 - $259,253).
The Company recognizes compensation expense
for the fair values of stock options on a straight basis over the requisite service period for the entire award.
MOPALS.COM, INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
JUNE 30, 2015
10. |
STOCK-BASED COMPENSATION (Continued) |
The following table presents information relating
to stock options outstanding and exercisable at June 30, 2015.
Options Outstanding | | |
Options Exercisable | |
Number of Shares | | |
Weighted
Average
Remaining
Contractual
Life (Years) | | |
Weighted Average
Exercise
Price | | |
Number
of Shares | | |
Weighted
Average Exercise
Price | | |
Weighted
Average Remaining Contractual Life (Years) | |
| 900,000 | | |
| 1.15 | | |
$ | 0.25 | | |
| 900,000 | | |
$ | 0.25 | | |
| 1.15 | |
| 250,000 | | |
| 2.83 | | |
| 1.00 | | |
| 250,000 | | |
| 1.00 | | |
| 2.83 | |
| 1,150,000 | | |
| 1.51 | | |
$ | 0.41 | | |
| 1,150,000 | | |
$ | 0.41 | | |
| 1.51 | |
The Company recorded $(42,315) for share-based
compensation expense (recovery) for the six month period ending June 30, 2015 (2014 - $118,734).
The Company calculates basic loss per common
share using net loss divided by the weighted-average number of common shares outstanding. The Company calculates diluted loss
per common share in the same manner as basic, except we use the weighted-average number of diluted common shares outstanding in
the denominator, when the stock options and warrants are not anti-dilutive.
| |
Three Months ended
June 30,
2015 | | |
Three Months ended
June 30,
2014 | | |
Six Months
ended
June 30,
2015 | | |
Six Months
ended
June 30,
2014 | |
Weighted average number of common shares outstanding | |
| 45,804,884 | | |
| 51,739,437 | | |
| 45,804,884 | | |
| 51,739,437 | |
Weighted-average number of diluted common shares outstanding | |
| 45,804,884 | | |
| 51,739,437 | | |
| 45,804,884 | | |
| 51,739,437 | |
The Company accounts for income taxes in accordance
with ASC 740-20. ASC 740-20 prescribes the use of the liability method whereby deferred tax asset and liability account balances
are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using
the enacted tax rates. The effects of future changes in tax laws or rates are not anticipated.
Under ASC 740-20 income taxes are recognized
for the following: a) amount of tax payable for the current year, and b) deferred tax liabilities and assets for future tax consequences
of events that have been recognized differently in the financial statements than for tax purposes.
As of June 30, 2015, the Company did not have
any amounts recorded pertaining to uncertain tax positions. Deferred taxes as at June 30, 2015 and December 31, 2014 have not been
recorded due to the fact that they are fully reserved. The Company files federal and provincial income tax returns in Canada and
federal, state and local income tax returns in the U.S., as applicable. The Company may be subject to a reassessment
of federal and provincial income taxes by Canadian tax authorities for a period of three to five years from the date of the original
notice of assessment in respect of any particular taxation year. In certain circumstances, the U.S. federal statute
of limitations can reach beyond the standard three year period. U.S. state statutes of limitations for income tax assessment
vary from state to state.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
following is management’s discussion and analysis of the consolidated financial condition and results of operations of Mopals.com,
Inc. (“Mopals”, the “Company”, “we”, and “our”) for the three and six month period
ended June 30, 2015. The following information should be read in conjunction with the consolidated interim financial statements
for the period ended June 30, 2015 and notes thereto appearing elsewhere in this quarterly report on Form 10-Q (this “Report”).
Overview
Mopals.com,
Inc. was incorporated under the laws of Delaware on February 6, 2003 as MagnaData, Inc. In February of 2005, articles of amendment
were filed with the State of Delaware changing the name of our company to MortgageBrokers.com Holdings, Inc. and thereafter, operated
as a mortgage brokerage in Canada. On March 26, 2013, articles of amendments were filed with the State of Delaware changing the
name of our company to Mopals.com, Inc. pursuant to execution of an asset spin out and shareholder loan cancellation agreement
and subsequent execution of a share exchange agreement. Pursuant to the terms of the share exchange agreement, the Company acquired
100% of the issued and outstanding equity securities of Mopals Inc., a Nevada private corporation, in exchange for the issuance
of 50,000,000 shares of the Company’s common stock.
Mopals
carries out all business through its wholly owned subsidiary, Mopals Canada Inc. Mopals Canada Inc. (formerly IQIC.com Inc.) was
incorporated federally in Canada on August 7, 2012.
Mopals
is a development stage internet and mobile based social media brand-loyalty Company. Mopals has launched the first version of
our web and mobile software application for both the iOS and Android mobile device operating systems. It is our intent that the
Mopals technology platform under development will allow consumers to earn incentives for their spending and referral behavior
with retail businesses and allow retail businesses to build their customer base and enhance customer experiences through promotional
programs. Using a unique digital currency, MoCoins™, members can be rewarded for making a purchase at participating retailers,
buying and referring offers, creating and completing polls, liking brands, uploading photos, writing reviews, and inviting friends.
Through MoPals™, social media influencers monetize their following. Similarly, retailers who use the MoPals™ platform
have a means to engage and convert their current social media following to brand ambassadors who foster word-of-mouth advertising.
Our members can earn reward incentives (MoCoins) for a number of online and ‘in-store’ behaviors within a consumer’s
social network including rewards for promotional participation; ‘liking’, sharing or reviewing an experience at a
business; referring business promotions; creating content driving polls; or referring friends to join the Mopals community. Mopals
aims to be a leader in how brands inspire customer loyalty, driving online, brand enhancing behavior and sales. It is our aim
that our technology platform will enable businesses to connect with their customers, giving them a cost effective means to encourage
and reward brand enhancing behavior. It is our intent that our proprietary platform ‘Big Data IQ Engine’ under development
will also allow businesses to receive Big Data insights and analytics associated with their consumer’s behavior from which
they can use to provide targeted offers and marketing strategies.
It
is Mopal’s plan to earn revenue from business subscriptions and transactions fees to receive ongoing consumer data and as
well as from receiving a percentage of promotion-based sales revenue from participating businesses couponing engine.
In
addition to the financial condition and results of operations of the Company, it is management’s belief that growth of our
Company will also, in part, be demonstrated through the metrics of MoCoins points sold, the total number of consumers signed up
and making use of the Mopals platform and the number of retail businesses who sign on to and offer promotions through the Mopals
community.
As
of June 30, 2015, our company had fifteen (15) full-time employees and four (4) independent contractors.
The
Company’s corporate offices are located at 109 Atlantic Avenue, Suite 308, Toronto, Ontario, CANADA, M6K 1X4. Our current
contact information for our Ontario office is telephone number: (416) 362-4888. Our internet website can be found under the domain
name: www.mopals.com.
Results
of Operations
The following summary of our results
of operations should be read in conjunction with our condensed consolidated financial statements for the three and six months
ended June 30, 2015 and 2014 which are included herein.
Our operating results for three and six months ended June 30, 2015 and
2014 are summarized as follows:
|
|
Three Months
Ended
June 30,
2015 |
|
|
Three Months Ended
June 30,
2014 |
|
|
Six Months
Ended
June 30,
2015 |
|
|
Six Months
Ended
June 30,
2014 |
|
Revenue |
|
$ |
|
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Total operating expense |
|
|
231,491 |
|
|
|
492,345 |
|
|
|
769,841 |
|
|
|
1,006,660 |
|
Net loss |
|
$ |
231,491 |
|
|
$ |
492,345 |
|
|
$ |
769,841 |
|
|
$ |
1,006,660 |
|
Three
months ended June 30, 2015 and June 30, 2014
Mopals
had no reported revenue in the second quarter of 2015.
The
Company’s reported operating expenses during the three month period ended June 30, 2015 were $231,491. Comparatively, the
Company’s reported operating expenses during the three month period ended June 30, 2014 were $492,345. The primary components
that comprise our operating expenses during the three months ended June 30, 2015 reporting period were stock-based compensation,
salaries and consultant/contractor fees, general and administrative expenses and occupancy costs which are explained in more detail
as follows:
|
● |
during
the period the company reported a negative expense of $141,242 associated with the net of period stock-based compensation
accruals and the reversal of option expenses associated with the resignations of former directors. Negative 61.0% of the operating
expenses in the reporting period were associated with stock-based compensation (2014 – 24.1%). |
|
● |
108.1%
of the operating expenses (after incorporating the afore-mentioned negative stock-based compensation expense) is associated
with salaries, contractor expenses and consulting fees (2014 – 50.8%). |
|
● |
35.9%
of the operating expenses (after incorporating the afore-mentioned negative stock-based compensation expense) in the reporting
period were associated with general and administrative expenses (2014 – 15.6%). |
|
● |
15.2%
of our operating expenses (after incorporating the afore-mentioned negative stock-based compensation expense) in the reporting
period were associated with occupancy costs associated with an office lease (2014 – 8.4%). |
Six
months ended June 30, 2015 and June 30, 2014
Mopals
had no reported revenue in the first half of 2015.
The
Company’s reported operating expenses during the six month period ended June 30, 2015 were $769,481. Comparatively, the
Company’s reported operating expenses during the six month period ended June 30, 2014 were $1,006,660. The primary components
that comprise our operating expenses during the six months ended June 30, 2015 reporting period were stock-based compensation,
salaries and consultant/contractor fees, general and administrative expenses and occupancy costs which are explained in more detail
as follows:
|
● |
during the period
the company reported a negative expense of $42,315 associated with the net of period stock-based compensation accruals and
the reversal of option expenses associated with the resignations of former directors. Negative 5.5% of the operating expenses
in the reporting period were associated with stock-based compensation (2014 – 23.59%). |
|
● |
70.4% of the operating
expenses (after incorporating the afore-mentioned negative stock-based compensation expense) is associated with salaries,
contractor expenses and consulting fees (2014 – 47.0%). |
|
● |
25.2% of the operating
expenses (after incorporating the afore-mentioned negative stock-based compensation expense) in the reporting period were
associated with general and administrative expenses (2014 – 18.6%). |
|
● |
8.9% of our operating
expenses (after incorporating the afore-mentioned negative stock-based compensation expense) in the reporting period were
associated with occupancy costs associated with an office lease (2014 – 10.0%). |
Liquidity
and Capital Resources
At
June 30, 2015, we had $55,860 in cash, $134,865 in harmonized sales tax receivable, $122,302 in prepaid expenses and other assets
and $25,613 in equipment, computer software, computer hardware and furniture for a total of $338,640 in assets. Comparatively
as at December 31, 2014, we had $143,482 in cash, $121,662 in harmonized sales tax receivable, $122,302 in prepaid expenses and
other assets and $32,713 in equipment, computer software, computer hardware and furniture for a total of $420,159 in assets.
At
June 30, 2015, we had $274,640 in accounts payable and accrued liabilities, $603,570 in accrued employee tax deductions payable
to Canada Revenue Agency, $14,924 in accruals for stock-based compensation associated with former discontinued operations, $4,318
in MoCoins payable and $1,413,146 in loans payable to the Company’s principal shareholder for a total of $2,310,598 in liabilities.
Comparatively as at December 31, 2014, we had $255,078 in accounts payable and accrued liabilities, $500,139 in accrued employee
tax deductions payable to Canada Revenue Agency, $14,924 in accruals for stock-based compensation associated with former discontinued
operations, $1,855 in MoCoins payable and $1,125,671 in loans payable to the Company’s principal shareholder for a total
of $1,897,667in liabilities.
Management
makes the following comments regarding the most significant factors affecting the Company’s liquidity and capital resources
and their measured trends over the reporting period:
The
Company’s cash position decreased by 61.1% over the first six months of 2015 primarily associated with the following:
|
● |
the Company used
$613,589 in cash from operating activities over the first six months of 2015. As a development stage company, Mopals has no
revenue yet while it is building its products and services, hires software development, marketing and sales staff and establishes
market partners to launch our business; and, |
|
● |
the Company gained
$380,813 in cash from financing activities over the first six months of 2015 as we received funds from our principal shareholder
in the amount of $254,346 and received $126,397 from options being exercised. |
The
Company reported a net cash flow loss from operating activities for the first six months of 2015 of $613,589 with a net increase
in cash flow gain from financing activities of $380,813 and a net negative cash flow from the purchase of capital equipment of
$3,066 during the same period for an overall net negative cash flow of $235,842 out of the Company during the six month period.
The
Company needs to raise additional capital to fund our development stage Company activities and or to generate revenue before the
existing capital resources are fully utilized.
In
the event that the Company runs out of available working capital resources or experiences an unforeseen negative impact to cash
flow, our Company will need to rely upon the issuance of common stock and additional capital contributions from shareholders and/or
loans from shareholders and third-party lenders to meet its working capital needs. There is no certainty that there will be a
market for the Company’s capital stock and there is no certainty that lenders or shareholders will find the Company’s
financial health suitable to provide further debt financing.
Off-Balance
Sheet Arrangements
None.
Share-Based Compensation
Compensation
expense for all share-based payment awards made to employees and directors are recognized in the financial statements based on
their fair value.
The Company uses the Black-Scholes
option-pricing model to estimate the fair value of stock options. The fair value is recognized as expense, net of estimated forfeitures,
over the requisite service period, which is generally the vesting periods or the period before the vesting date of the respective
award on a straight- line basis.
Critical Accounting Policies
The
financial statements and related public financial information are based on the application of accounting principles generally
accepted in the United States (“GAAP”). GAAP requires the use of estimates, assumptions, judgments and subjective
interpretations of accounting principles that have an impact on the assets, liabilities, revenue, and expense amounts reported.
These estimates can also affect supplemental information contained in our external disclosures including information regarding
contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP
and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different
assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Going
Concern
The
Company’s consolidated financial statements are presented on a going concern basis, which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business.
For
the six month reporting period ended June 30, 2015, the Company reported a net loss from operations of $656,602 with a net decrease
in cash from operating, investing and financing activities of $235,842 during the same period. Certain conditions noted below
raise doubt about the Company’s ability to continue as a going concern.
As
a development stage company, the Company’s ability to continue as a going concern is contingent upon its ability to secure
additional debt or equity financing. Management’s plan is to secure additional working capital funds through future debt
or equity financings and to generate revenue from the sale of our products and services. There is no certainty that there will
be a market for the Company’s capital stock. Mopals had no reported revenue in the first half of 2015 and there is no certainty
that the Company will be able to generate revenue through the sale of its products or services in the future.
The
interim consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the
Company to continue as a going concern.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Smaller
reporting companies are not required to provide the information required by this item.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
As
of the end of the period covered by this report, the Company’s principal executive officer and principal financial officer
evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d -15(e)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on the evaluation of the Company’s
disclosure controls and procedures, the Company’s principal executive officer and principal financial officer, with the
participation of the Company’s management, have concluded that the Company’s disclosure controls and procedures were
not effective as of June 30, 2015, to ensure that information required to be disclosed by the Company in the reports that we file
or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the
SEC’s rules and forms and (b) accumulated and communicated to management, including the Company’s principal executive
officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.
Specifically,
our management identified certain matters involving internal control and our operations that it considered to be material weaknesses.
As defined in the Exchange Act, a material weakness is a deficiency, or a combination of deficiencies, in internal control over
financial reporting such that there is a reasonable possibility that a material misstatement of the registrant’s annual
or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified by our management
as of June 30, 2015, is described below:
i. |
We did not maintain
sufficient personnel with an appropriate level of technical accounting knowledge, experience and training in the application
of GAAP commensurate with our complexity and our financial accounting and reporting requirements. This control deficiency
is pervasive in nature. Further, there is a reasonable possibility that material misstatements of the financial statements
including disclosures will not be prevented or detected on a timely basis as a result. |
As
a result of the material weakness identified above, our internal control over financial reporting was not effective as of June
30, 2015.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in the Company’s internal controls over financial reporting during the six month period ending June
30, 2015.
PART
II: OTHER INFORMATION
Item
1. Legal Proceedings
From
time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course
of business. Other than as disclosed above, we are not involved in any pending legal proceeding or litigation and, to the best
of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties
is subject, which would reasonably be likely to have a material adverse effect on the Company.
Item 1A.
Risk Factors
Smaller
reporting companies are not required to provide the information required by this item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
During
the three months ended June 30, 2015, the Company agreed to issue 50,000 common shares to a certain employee. These common shares
vest over 12 months. These shares were valued at $8,333 based on the current stock price at the date of grant of $0.25 and an
estimated forfeiture rate of 33%, of which $1,735 was accrued at June 30, 2015 and recorded as stock based compensation on the
consolidated statements of operations.
During the period ended June 30, 2015,
one director subscribed for 100,000 common shares at $0.25 per share for cash proceeds of $24,467. Another director exercised
her options to acquire 300,000 common shares at $0.25 per share and 300,000 common shares at $0.35 per share for total consideration
of $180,000 of which $102,000 was received in cash and $78,000 was in settlement of directors’ fees owed to this individual.
As of June 30, 2015, these shares had not been issued.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Other Information
None.
Item
6. Exhibits
Exhibit
No. |
|
Description |
|
|
|
31.1 |
|
Certification of
Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
302 of Sarbanes Oxley Act of 2002 |
|
|
|
32.1+ |
|
Certification of
Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of Sarbanes Oxley Act of 2002 |
|
|
|
101.INS |
|
XBRL Instance Document |
|
|
|
101.SCH |
|
XBRL Taxonomy Schema |
|
|
|
101.CAL |
|
XBRL Taxonomy Calculation Linkbase |
|
|
|
101.DEF |
|
XBRL Taxonomy Definition Linkbase |
|
|
|
101.LAB |
|
XBRL Taxonomy Label Linkbase |
|
|
|
101.PRE |
|
XBRL Taxonomy Presentation Linkbase |
+
In accordance with SEC Release 33-8238, Exhibits 32.1 is furnished and not filed.
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, there unto duly authorized.
|
MOPALS.COM, INC. |
|
|
|
Dated: August 19, 2015 |
By: |
/s/
Alex Haditaghi |
|
|
Alex Haditaghi |
|
|
Chief Executive Officer, |
|
|
Chief Financial Officer, |
|
|
President, Secretary and Director |
|
|
(Duly Authorized Officer, Principal Executive
Officer and Principal Financial Officer) |
9
Exhibit 31.1
CERTIFICATION OF PRINCIPAL
EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Alex Haditaghi, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q of Mopals.com, Inc.; |
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have: |
|
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals; |
|
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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By: |
/s/ Alex Haditaghi |
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Alex Haditaghi |
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President, Chief Executive Officer, Chief Financial Officer
(Principal Executive Officer and Principal Financial Officer)
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Dated: August 19, 2015
Exhibit 32.1
CERTIFICATION OF PRINCIPAL
EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT of 2002
In connection with the Quarterly Report of
Mopals.com, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2015 as filed with the Securities and Exchange
Commission on the date hereof (the “Quarterly Report”), Alex Haditaghi, Chief Executive Officer and Chief Financial
Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:
1. |
The Quarterly Report, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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2. |
The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
By: |
/s/ Alex Haditaghi |
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Alex Haditaghi |
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President, Chief Executive Officer, Chief Financial Officer
(Principal Executive Officer and Principal Financial Officer)
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Dated: August 19, 2015
Mopals com (CE) (USOTC:PALS)
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