UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2014
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission File Number: 333-168983
Modern Mobility Aids, Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada
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27- 4677038
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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First Canadian Place, Suite 350,
Toronto, Ontario, CANADA
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M5X 1C1
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number including area code: (586) 530-5605
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
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 during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes o No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o
Applicable Only to Corporate Issuers:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Class
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Outstanding as of November 20, 2014
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Common Stock, $0.001 par value
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86,886,287
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MODERN MOBILITY AIDS, INC.
TABLE OF CONTENTS
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Page
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements
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3
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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19
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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21
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Item 4. Controls and Procedures
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22
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PART II - OTHER INFORMATION
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Item 1. Legal Proceedings
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22
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Item 1A. Risk Factors
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22
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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22
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Item 3. Defaults Upon Senior Securities
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23
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Item 4. Mine Safety Disclosures
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23
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Item 5. Other Information
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23
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Item 6. Exhibits
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23
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SIGNATURES
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24
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PART 1 – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MODERN MOBILITY AIDS, INC.
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND 2013
(Unaudited)
Condensed Consolidated Financial Statements: |
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● |
Condensed Consolidated Balance Sheets as of September 30, 2014 (unaudited) and June 30, 2014 (audited)
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3
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● |
Condensed Consolidated Statements of Operations for the three month periods ended September 30, 2014 and 2013, (unaudited)
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4
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● |
Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the period ended September 30, 2014
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5
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● |
Condensed Consolidated Statements of Cash Flows for the three month periods ended September 30, 2014 and 2013(unaudited)
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6
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● |
Notes to Condensed Consolidated Unaudited Financial Statements
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7
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MODERN MOBILITY AIDS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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NOTES
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SEPTEMBER 30,
2014
(unaudited)
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|
|
JUNE 30,
2014
(audited)
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ASSETS
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|
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Current Assets:
|
|
|
|
|
|
|
|
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Cash
|
|
|
|
|
$ |
1,406 |
|
|
$ |
2,976 |
|
Short term expense advances and deposits
|
|
5 |
|
|
|
9,018 |
|
|
|
9,434 |
|
Total Current Assets
|
|
|
|
|
|
10,424 |
|
|
|
12,410 |
|
|
|
|
|
|
|
|
|
|
|
|
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Non-refundable deposit on business acquisition
|
|
6 |
|
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|
46,006 |
|
|
|
46,006 |
|
Intangible asset – License agreement
|
|
7 |
|
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|
316,290 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
|
|
$ |
372,720 |
|
|
$ |
58,416 |
|
|
|
|
|
|
|
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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Current Liabilities:
|
|
|
|
|
|
|
|
|
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Accounts payable and accrued liabilities
|
|
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$ |
112,561 |
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$ |
116,388 |
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Due to related parties
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|
8 |
|
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|
182,331 |
|
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163,271 |
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Loan from shareholders
|
|
9 |
|
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129,538 |
|
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|
425,808 |
|
Notes payable
|
|
10 |
|
|
|
95,897 |
|
|
|
20,000 |
|
Total Current Liabilities
|
|
|
|
|
|
520,327 |
|
|
|
725,467 |
|
|
|
|
|
|
|
|
|
|
|
|
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Total Liabilities
|
|
|
|
|
|
520,327 |
|
|
|
725,467 |
|
|
|
|
|
|
|
|
|
|
|
|
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Commitments and Contingencies
|
|
11 |
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
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Stockholders' Deficit:
|
|
|
|
|
|
|
|
|
|
|
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Preferred stock, par value $0.001 per share, 1,000,000 shares authorized issued and outstanding
|
|
|
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|
|
- |
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|
|
- |
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Common stock, par value $0.001 per share, 200,000,000 shares authorized; 86,886,287 and 77,161,792shares issued and outstanding
|
|
|
|
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|
86,886 |
|
|
|
77,162 |
|
Additional paid in capital
|
|
|
|
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|
638,095 |
|
|
|
89,070 |
|
Common stock issuable
|
|
7 |
|
|
|
250,000 |
|
|
|
- |
|
Accumulated deficit
|
|
|
|
|
|
(1,122,588 |
) |
|
|
(833,283 |
) |
Total Stockholders' Deficit
|
|
|
|
|
|
(147,607 |
) |
|
|
(667,051 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ Deficit
|
|
|
|
|
$ |
372,720 |
|
|
$ |
58,416 |
|
|
|
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.
MODERN MOBILITY AIDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013
(UNAUDITED)
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Three Months Ended
September 30,
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NOTES
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2014
|
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|
2013
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Revenues, net
|
|
|
|
|
$ |
- |
|
|
$ |
- |
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
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Consulting fees
|
|
12 |
|
|
|
171,219 |
|
|
|
- |
|
Loss on settlement of loan – related party
|
|
13 |
|
|
|
91,706 |
|
|
|
- |
|
Consulting fees, related parties
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|
|
|
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|
7,790 |
|
|
|
- |
|
Accounting and audit fees
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|
|
|
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|
4,187 |
|
|
|
5,500 |
|
Bank charges and interest expenses
|
|
|
|
|
|
1,039 |
|
|
|
52 |
|
Office and general expenses
|
|
|
|
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|
2,438 |
|
|
|
330 |
|
Office rent
|
|
|
|
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|
3,590 |
|
|
|
- |
|
Travel and meetings
|
|
|
|
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|
9,638 |
|
|
|
- |
|
Transfer agent and investor relation
|
|
|
|
|
|
1,514 |
|
|
|
3,125 |
|
Charitable contribution
|
|
|
|
|
|
1,406 |
|
|
|
- |
|
Total operating expenses
|
|
|
|
|
|
294,527 |
|
|
|
9,007 |
|
|
|
|
|
|
|
|
|
|
|
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(Loss) from Operations
|
|
|
|
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|
(294,527 |
) |
|
|
(9,007 |
) |
|
|
|
|
|
|
|
|
|
|
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|
Other Income (Expense)
|
|
|
|
|
|
5,222 |
|
|
|
(1,768 |
) |
|
|
|
|
|
|
|
|
|
|
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|
(Loss) before Income Taxes
|
|
|
|
|
|
(289,305 |
) |
|
|
(10,775 |
) |
|
|
|
|
|
|
|
|
|
|
|
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Provision for Income Taxes
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (Loss) for the period
|
|
|
|
|
$ |
(289,305 |
) |
|
$ |
(10,775 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) Per Common Share - Basic and Diluted
|
|
|
|
|
$ |
(0.00 |
)* |
|
$ |
(0.00 |
)* |
|
|
|
|
|
|
|
|
|
|
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|
Weighted Average Number of Common Shares Outstanding - Basic and Diluted
|
|
|
|
|
|
81,583,581 |
|
|
|
195,480,000 |
|
|
|
|
|
|
|
|
|
|
|
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|
* denotes a loss of less than $(0.01) per share
|
|
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.
MODERN MOBILITY AIDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE PERIOD ENDED SEPTEMEBR 30, 2014
(UNAUDITED)
|
|
|
|
|
|
|
|
Additional |
|
|
Common |
|
|
|
|
|
|
|
|
|
Common stock |
|
|
Paid-in
|
|
|
Stock |
|
|
Accumulated |
|
|
|
|
|
|
Shares (1)
|
|
|
Amount
|
|
|
Capital
|
|
|
Issuable
|
|
|
Deficit
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – July 1, 2013 –audited
|
|
|
195,480,000 |
|
|
$ |
195,480 |
|
|
$ |
(130,213 |
) |
|
$ |
- |
|
|
$ |
(585,040 |
) |
|
$ |
(519,773 |
) |
Common stock issued for cash, in May and June 2014
|
|
|
1,431,792 |
|
|
|
1,432 |
|
|
|
87,033 |
|
|
|
- |
|
|
|
- |
|
|
|
88,465 |
|
Common stock issued for services, in May 2014
|
|
|
250,000 |
|
|
|
250 |
|
|
|
12,250 |
|
|
|
- |
|
|
|
- |
|
|
|
12,500 |
|
Cancellation of common stock
|
|
|
(120,000,000 |
) |
|
|
(120,000 |
) |
|
|
120,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Net (loss) for the period
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(248,243 |
) |
|
|
(248,243 |
) |
Balance – June 30, 2014 –audited
|
|
|
77,161,792 |
|
|
|
77,162 |
|
|
|
89,070 |
|
|
|
- |
|
|
|
(833,283 |
) |
|
|
(667,051 |
) |
Common stock issued against debt conversion
|
|
|
7,974,495 |
|
|
|
7,974 |
|
|
|
382,775 |
|
|
|
- |
|
|
|
- |
|
|
|
390,749 |
|
Common stock issued for services
|
|
|
1,750,000 |
|
|
|
1,750 |
|
|
|
166,250 |
|
|
|
- |
|
|
|
- |
|
|
|
168,000 |
|
Common stock issuable as consideration for license agreement
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
250,000 |
|
|
|
- |
|
|
|
250,000 |
|
Net (loss) for the period
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(289,305 |
) |
|
|
(289,305 |
) |
Balance – September 30, 2014 - unaudited
|
|
|
-86,886,287 |
|
|
$ |
86,886 |
|
|
$ |
638,095 |
|
|
$ |
250,000 |
|
|
$ |
(1,122,588 |
) |
|
$ |
(147,607 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.
MODERN MOBILITY AIDS, INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTH ENDED SEPTEMBER 30, 2014 AND 2013
(UNAUDITED)
|
|
|
2014
|
|
|
2013
|
|
Operating Activities:
|
|
|
|
|
|
|
Net (loss)
|
|
$ |
(289,305 |
) |
|
$ |
(10,775 |
) |
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
|
|
|
|
|
|
|
|
|
Loss on settlement of loan-related party
|
|
|
91,706 |
|
|
|
- |
|
Stock issued for consulting fees
|
|
|
168,000 |
|
|
|
- |
|
Changes in Current Assets and Liabilities-
|
|
|
|
|
|
|
|
|
Short term advances and deposits
|
|
|
416 |
|
|
|
- |
|
Accounts payable and accrued liabilities
|
|
|
(3,826 |
) |
|
|
10,301 |
|
|
|
|
|
|
|
|
|
|
Net Cash (Used in) Operating Activities
|
|
|
(33,009 |
) |
|
|
(474 |
) |
|
|
|
|
|
|
|
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
Intangible assets-License agreement
|
|
|
(66,290 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
Net Cash (Used in) Investing Activities
|
|
|
(66,290 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
Bank overdraft
|
|
|
- |
|
|
|
43 |
|
Due to related parties
|
|
|
19,060 |
|
|
|
- |
|
Loan from shareholders
|
|
|
2,772 |
|
|
|
431 |
|
Notes payable
|
|
|
75,897 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by Financing Activities
|
|
|
97,729 |
|
|
|
474 |
|
|
|
|
|
|
|
|
|
|
Net Increase (decrease) in Cash
|
|
|
(1,570 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
Cash - Beginning of Period
|
|
|
2,976 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Cash - End of Period
|
|
$ |
1,406 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$ |
- |
|
|
$ |
- |
|
Income taxes
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
Non Cash Investing and Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration of 5 million shares of common stock issuable |
|
|
|
|
|
|
- |
|
for the acquisition of license agreement
|
|
$ |
250,000 |
|
|
$ |
- |
|
Debt settled through the issuance of 7,974,495 shares of common stock |
|
$ |
299,043 |
|
|
$ |
- |
|
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.
MODERN MOBILITY AIDS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND 2013
(UNAUDITED)
1.
|
DESCRIPTION OF BUSINESS
|
Modern Mobility Aids, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on December 19, 2007 (“Inception”) under the name Glider Inc. with a business plan to sell and distribute products for mobility challenged individuals. The Company changed its name to Modern Mobility Aids, Inc. on April 22, 2010 with an initial plan to distribute products for mobility challenged individuals.
In May of 2011, the business focus of the Company evolved with a rapid expansion strategy in the life sciences and healthcare industry. A mandate was created to acquire companies within the biopharma sector, targeting innovative research and development as well as scalable manufacturing capacity in three niche market segments:
1.
|
CRAM – Contract Research and Manufacturing for Life Sciences Companies
|
2.
|
HEALTHCARE INNOVATION – Novel Drug and Device Delivery Format Packaging
|
3.
|
BIOPHARMA PARTNERSHIPS – Strategic Development and Production Alliances
|
The Company is now focused primarily on exploiting the dynamic opportunities presented in the medical marijuana arena by the regulatory reforms rolled out in Canada. We plan to acquire or invest in multiple licensed producers in Canada and the U.S. The Company will require financing to make such acquisitions. There can be no assurance it can secure such financing or that it will be able to make such acquisitions even if financing is available. Moreover, even if it acquires business assets or a business, there can be no assurance that the acquisitions will be successfully accomplished and that our operations thereafter will be profitable.
The Company is focused on exploiting the opportunities presented in the medical marijuana arena by the regulatory reforms rolled out in Canada effective April 1, 2014. We decided on a strategy to acquire controlling positions in value added companies while allowing them to keep their integrity and entrepreneurial spirit. These firms would have or would imminently acquire production licenses under the new regime and will operate through one of the Company’s wholly owned subsidiary companies, MDRM Group (Canada) Ltd. We will also consider investing in licensed producers in the U.S. as well as suppliers to the industry.
The market for medical marijuana in Canada is tightly controlled by and subject to regulation, including Marijuana for Medical Purposes Regulations (“the MMPR”) and Controlled Drugs and Substances Acts (“the CDSA”). Health Canada, the federal department responsible for administering the health care system in Canada, revised its policy for the production and dispensing of medical marijuana under the MMPR will be both disruptive and beneficial for producers and consumers, transforming the current industry into one of commercial scale. The commercialization of the industry is new and thus offers exceptional opportunities for growth and wealth creation. Our business model is based on selling many varieties of high quality medical marijuana with recurring sales to a rapidly growing patient base. Health Canada statistics indicate a current patient base of 38,000 consuming 190,000 kg of medical marijuana per year and projects that number to grow to 480,000 by 2024.
We plan to acquire or invest in multiple licensed producers in Canada and the U.S. This plan will give us access to a wide variety of strains to enable us to better match customers with the strains that are appropriate for their respective ailments. Health Canada’s two overriding concerns in the issuing of licenses are Security and Quality Assurance. Our strategy is to add three other priorities, Marketing, Customer Care, and Innovation. The cornerstone of this strategy is to build a world class E-Commerce site coupled with a comprehensive social media-marketing program. This will be combined with the second key element of our strategy which is to reach doctors through direct and indirect outreach. To this end we are building an advisory board made up of medical and regulatory professionals who will spearhead the recruitment of other medical and academic thought leaders to support our outreach to medical practitioners.
MODERN MOBILITY AIDS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND 2013
(UNAUDITED)
1.
|
DESCRIPTION OF BUSINESS- continued
|
While management of the Company believes that the Company will be successful in its planned operating activities under its business plan and capital formation activities, there can be no assurance that it will be successful in implementation of its business plan or the formation of sufficient capital such that it will generate adequate revenues to earn a profit or sustain its operations.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United State of America, which contemplate continuation of the Company as a going concern. The Company has not established a source of revenues sufficient to cover its operating costs, and as such, has incurred an operating losses on an ongoing basis. Further, as of September 30, 2014, and June 30, 2014, the Company had a working capital deficit of $509,903 and $713,057, respectively. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern.
The Company must raise additional funds to initiate or acquire a business and to fund our continued operations. We may not be successful in our efforts to raise additional funds or achieve profitable operations. Even if we are able to raise additional funds through the sale of our securities or through the issuance of debt securities, or loans from our shareholders or financial institutions, our cash needs could be greater than anticipated in which case we could be forced to raise additional capital.
At the present time, we have no commitments for any additional financing, and there can be no assurance that, if needed, additional capital will be available to us on commercially acceptable terms or at all. These conditions raise substantial doubt as to our ability to continue as a going concern, which may make it more difficult focus to raise additional capital when needed. If we cannot get the needed capital, we may not be able to become profitable and may have to curtail or cease our operations.
3.
|
UNAUDITED FINANCIAL STATEMENTS
|
The accompanying unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form10-Q and Article 8of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ended June 30, 2015. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended June 30, 2014included in our Form 10-K filed with the SEC.
4.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Basis of Preparation
The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
MODERN MOBILITY AIDS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND 2013
(UNAUDITED)
4.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES- continued
|
Development Stage Company
The Company is in the development stage as defined under the then current Financial Accounting Standards Board ("FASB") Accounting Standards Codification("ASC") 915-205 "Development-Stage Entities," and among the additional disclosures required as a development stage company are that our financial statements were identified as those of a development stage company, and that the statements of operations, stockholders' deficit and cash flows disclosed activity since the date of our inception (December 19, 2007) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has elected to early adopt these provisions and consequently these additional disclosures have not been included in these financial statements.
Principles of Consolidation
The Company's consolidated financial statements for the three months ended September 30, 2014, include the accounts of its wholly owned subsidiaries Modern Mobility Aids, Inc. and MDRM Group (Canada) Ltd. both Ontario, Canada based company. Modern Mobility Aids, Inc. was incorporated on September 2, 2009 and MDRM Group (Canada) Ltd. was incorporated on July 14, 2011. All significant intercompany balances and transactions have been eliminated on consolidation.
Cash and Cash Equivalents
For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
Intangible Assets
Upon acquisition, identifiable intangible assets are recorded at cost and are carried at cost less accumulated amortization. Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives as follows:
License agreements 5 years
Residual values and useful lives are reviewed at the end of each reporting period and adjusted, if appropriate.
MODERN MOBILITY AIDS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND 2013
(UNAUDITED)
4.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES- continued
|
Revenue Recognition
The Company is in the development stage and has realized minimal revenues from operations. The Company recognizes revenues when the sale and/or distribution of products is complete, risk of loss and title to the products have transferred to the customer, there is persuasive evidence of an agreement, acceptance has been approved by its customer, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable. Net revenues are comprised of gross revenues less expected returns, trade discounts, and customer allowances that include costs associated with off-invoice markdowns and other price reductions, as well as trade promotions and coupons. These incentive costs are recognized at the later of the date on which the Company recognized the related revenue or the date on which the Company offers the incentive.
Loss per Common Share
Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the periods. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As at September 30, 2014, 5 million shares of common stock were issuable in respect of the acquisition of a license agreement and a currently undetermined number of warrants were contracted to be issued under certain consulting agreements commencing July 17, 2015. These potentially dilutive securities were excluded from the computation of the number of shares issued and outstanding as their effect would have been anti-dilutive as the Company incurred losses during the three months ended September 30, 2014 and 2013.
Income Taxes
The Company accounts for income taxes pursuant to SFAS No. 109, “Accounting for Income Taxes” (“SFAS No. 109”). Under SFAS No. 109, now encompassed under ASC 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with respect to deferred tax assets. Modern Mobility Aids establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry forward period under the Federal tax laws.
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment as to whether the related deferred tax asset could be realized. Any change in the valuation allowance will be included in income in the year of the change in estimate.
MODERN MOBILITY AIDS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND 2013
(UNAUDITED)
4.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES- continued
|
Fair Value of Financial Instruments
The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts Modern Mobility Aids could realize in a current market exchange. As of September 30, 2014, the carrying value of the Company’s financial instruments comprising cash, short term expense advances and deposits, accounts payable and accruals, due to related parties, loan from shareholders and notes payable approximated fair value due to the short-term nature and maturity of these instruments.
Deferred Offering Costs
The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.
Impairment of Long-lived Assets
Capital assets are reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment of Disposal of Long-lived Assets,” which was adopted effective January 1, 2002. Under r ASC 350, these assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount, if any, which the carrying value of the asset exceeds the fair value.
Advertising and Promotion
The Company expenses all advertising and promotion costs as incurred. The Company did not incur any advertising or promotion costs during the three month periods ended September 30, 2014, and 2013.
Common Stock Registration Expenses
The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC 718,”Compensation – Stock Compensation”, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options. Pursuant to consulting agreement dated July 27, 2014 (Note 12) with Medical Advisory Board, beginning on the first anniversary date of the engagements of the member of the Advisory Board, and continuing on each successive anniversary thereafter, the Company has an intend to issue as yet undetermined number of warrants to each member of the Advisory Board to purchase additional shares of the Company. The exercise price to be determined by applying twenty five (25) percent discount to the average of the closing price of the Company's stock as reported by Bloomberg, L.P, or any other independent reporting services, for the ten (10) trading days prior to the date of the exercise of the warrant. As the number of warrants to be issued has yet to be determined, no value has been assigned to the as yet undetermined number warrants to be issued effective July 27, 2015.
MODERN MOBILITY AIDS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND 2013
(UNAUDITED)
4.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES- continued
|
Use of Estimates and Assumptions
The accompanying financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates.
Reclassifications
Certain reclassifications have been made to the prior period financial statements to conform to the 2014 presentation. The reclassifications had no effect on net loss, total assets, or total stockholders’ deficit.
Recently Issued Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations other than in respect of the early adoption of the new regulations relating to Development Stage Entities as discussed above.
5.
|
SHORT TERM EXPENSES ADVANCES AND DEPOSITS
|
As of September 30, 2014 $9,018 had been advanced to an executive of the Company against future business expenses to be incurred.
6.
|
NON-REDUNDABLE DEPOSIT ON BUSINESS ACQUISITION
|
The Company, through a wholly-owned subsidiary, MDRM Group (Canada) Ltd., formed in Ontario, Canada, entered into an acquisition agreement on May 8, 2014 with a private Ontario company (“Potential Licensee”) to acquire 100% of the issued and outstanding shares of Potential Licensee. The Potential Licensee is in the final stage of obtaining their Medical Marijuana growers license. The Potential Licensee is located in the Province of
Ontario, owns a fully functional production facility, and is awaiting final inspection by Health Canada. The transaction includes real property and related facilities. Pursuant to the terms of the acquisition agreement, the Company paid a non-refundable advance against acquisition of $46,000 to the law firm of the sellers, in Trust, in the transaction. On the instruction of the Company, on June 18, 2014, an amount of $41,400 was released to the vendor from the Trust account leaving a balance of $4,400 in the trust account.
Under the terms of the acquisition agreement, the Company will pay CDN$2.5 million at Closing with an additional CDN$2.5 million due one year from the original Closing date. The Company will also, at closing, issue a warrant to the sellers to purchase up to 1 million shares of the Company shares at a twenty five (25) percent discount to market. The Closing of the acquisition agreement is subject to receipt of a license from Health Canada under Marijuana for Medical Purposes Regulation ("MMPR").
MODERN MOBILITY AIDS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND 2013
(UNAUDITED)
6.
|
NON-REDUNDABLE DEPOSIT ON BUSINESS ACQUISITION- continued
|
As at the date of this report, the Company does not have the CDN $5 million required to complete the acquisition there is no assurance that the required financing will be available, or if available, on terms that will be acceptable to Company. If we are not able to obtain needed financing, we may have to cancel the agreement. Upon cancellation, the initial deposit amount of $46,000 paid by the Company will be forfeited. Even if we raise the funds necessary to acquire the business, there can be no assurance that the business will be successful.
7.
|
INTANGIBLE ASSETS – LICENSING AGREEMENT
|
On August 26, 2014, the Company, through a wholly-owned subsidiary, MDRM Group (Canada) Ltd, formed in Ontario, Canada, entered into an exclusive licensing agreement to market, sell and service proprietary stent technology within certain designated territories. The license was acquired for a cash payment of $66,290 and 5 million shares of the Company's common stock issuable as follows;
|
·
|
Two million (2,000,000) common shares upon delivery of certain materials, drawings and Prototypes to the Company;
|
|
·
|
Two million (2,000,000) common shares upon earlier of (i) the completion of a Prototype by the Company, or (ii) one year from the date of the agreement; and
|
|
·
|
One million (1,000,000) common shares upon receipt of approval from Health Canada for the sale in Canada of a device utilizing the intellectual property.
|
The Company has recognized a balance of stock issuable in the amount of $250,000 in respect of the5 million shares of the common shares of the Company issuable under the terms of the licensing agreement, valued at $0.05 per share based on the market price of our shares of common stock on the date of the agreement.
Management has determined the useful life of the acquired intellectual properties to be 5years. No amortization has been taken as at September 30, 2014, as the intellectual properties are not ready for their intended use. The Company must secure the approval of the governmental authorities in each licensed territory before it can manufacture and market the device in that particular territory. The Company is unable to predict how long it will take to secure the requisite approvals.
8.
|
RELATED PARTY TRANSACTIONS
|
As of September 30, 2014 there was a balance due to related parties in the amount of $182,331 arising from short term advances to the Company to meet operational needs.
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by promissory notes.
On August 28, 2014, the Company entered into a debt conversion agreement with one of the shareholders to convert an amount of $299,043 of his total balance owing of $425,399 by the Company. As a result of this conversion, the Company issued 7,974,495 common shares at a conversion price of $0.0375 per common shares, which represents a price per share determined by applying a twenty five percent (25%) discount to the closing prices of the Company's common share as reported by Bloomberg, L.P on the five (5) trading days prior to the date of the conversion agreement. The market value of the 7,974,495 shares issued was $390,749, and consequently we recognized a net loss of $91,706 during the quarter as a result of this debt conversion.
MODERN MOBILITY AIDS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND 2013
(UNAUDITED)
9.
|
STOCKHOLDERS' LOAN- continued
|
As of September 30, 2014, the shareholder loan consisted of $129,538 principal and accrued interest of $Nil. The loans payable is payable on demand, unsecured and bears no interest. The loan shall be payable on demand within five (5) days from the date of request. In the event payment is not timely made, interest will accrue on the unpaid balance at the rate of 15% per annum, compounded monthly, from and after the date of such failure to pay.
The Note are unsecured and payable on maturity dates. The following summarizes the notes payable;
|
|
September 30,
2014
|
|
|
June 30,
2014
|
|
|
Rate
of
Interest
(per annum)
|
|
Maturity Date
|
Note payable - A
|
|
$ |
20,000 |
|
|
$ |
20,000 |
|
|
10% |
|
June 26, 2015
|
Note payable - B *
|
|
$ |
75,897 |
|
|
|
- |
|
|
5% |
|
August 31, 2015
|
|
|
$ |
95,897 |
|
|
$ |
20,000 |
|
|
|
|
|
* The Note is for CDN$ 85,000 valued at US$75,897 as at the balance sheet date.. An exchange gain of $1,814 has been recorded during the quarter.
11.
|
COMMITMENTS AND CONTINGENCIES
|
The Company, through a wholly-owned subsidiary, MDRM Group (Canada) Ltd., formed in Ontario, Canada, entered into an acquisition agreement on May 8, 2014with a private Ontario company (“Potential Licensee”) to acquire 100% of the issued and outstanding shares of Potential Licensee. The Potential Licensee is in the final stage of obtaining their Medical Marijuana growers license. The Potential Licensee is located in the Province of Ontario, owns a fully functional production facility, and is awaiting final inspection by Health Canada. The transaction includes real property and related facilities. Pursuant to the terms of the acquisition agreement, the Company paid a non-refundable advance against acquisition of $46,000 to the law firm of the sellers, in Trust, in the transaction. On the instruction of the Company, on June 18, 2014, an amount of $41,400 was released to the vendor from the Trust account leaving a balance of $4,400 in the trust account.
Under the terms of the acquisition agreement, the Company will pay CDN$2.5 million at Closing with an additional CDN$2.5 million due on the first anniversary date of the Closing. The Company will also issue, at Closing, a warrant to the sellers to purchase up to 1 million shares of the Company shares at a 25% discount to market. The Closing of the acquisition agreement is subject to receipt of a license from Health Canada under Marijuana for Medical Purposes Regulation ("MMPR").
As at the date of this report, the Company does not have the CDN $5 million required to complete the acquisition there is no assurance that the required financing will be available, or if available, on terms that will be acceptable to Company. If we are not able to obtain needed financing, we may have to cancel the agreement. Upon cancellation, the initial deposit amount of $46,000 paid by the Company will be forfeited Even if we raise the funds necessary to acquire the business, there can be no assurance that the business will be successful.
MODERN MOBILITY AIDS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND 2013
(UNAUDITED)
11.
|
COMMITMENTS AND CONTINGENCIES- continued
|
On May 27, 2014, the Company, through its wholly-owned subsidiary, MDRM Group (Canada) Ltd, entered into an agreement with a Wyoming registered public company (the "Public Company") , to sell up to forty-nine percent (49%) of the shares of the Potential Licensee, for a total purchase consideration of $2,486,946. At the execution and acceptance of the said agreement, the Private Company paid a non-refundable sum of $23,070 to the Company for the option right granted under the said agreement to acquire shares of the Potential Licensee.
The Company is actively and aggressively pursuing various other opportunities relating to the medical marijuana and biopharma industries which meet its investment criteria. To this end, we have entered into letters of intent to purchase controlling interests in two other private companies each in the final stages of obtaining their Medical Marijuana growers license. The actual terms and conditions of these two proposed transactions will be disclosed at such time as the Company has entered into definitive agreements on the matters.
Under the terms of the Licensing Agreement which the Company entered into on August 26, 2014, the Company is obligated to issue 5 million shares of the Company's common stock as follows;
|
·
|
Two million (2,000,000) common shares upon delivery of certain materials, drawings and Prototypes to the Company;
|
|
·
|
Two million (2,000,000) common shares upon earlier of (i) the completion of a Prototype by the Company, or (ii) one year from the date of the agreement; and
|
|
·
|
One million (1,000,000) common shares upon receipt of approval from Health Canada for the sale in Canada of a device utilizing the intellectual property.
|
On July 17, 2014, the Company entered into an engagement agreement, with seven (7) highly regarded professionals to become members of the "Medical Advisory Board" (the "Advisory Board") established by the Company. The primary responsibilities of the members of the Advisory Board include facilitating to explore potential business avenues and apprising of technological, competitive and other developments to the Company. In consideration of the services to be rendered by each members of the Advisory Board, the Company issued 250,000 common shares to each member on signing of the agreement. As a result of the engagement, the Company issued a total of 1,750,000 common shares at the price of $0.096 per common share, the closing price of the Company's stock as reported by Bloomberg, L.P. Consequently a consulting expense of $168,000 was recognized in our statements of operations for the three months ended September 30, 2014
Beginning on the first anniversary date of the engagements of the member of the Advisory Board, and continuing on each successive anniversary thereafter, the Company has an intend to issue as yet undetermined number of warrants to each member of the Advisory Board to purchase additional shares of the Company. The exercise price of the warrant will be determined by applying twenty five (25) percent discount to the average of the closing price of the Company's stock as reported by Bloomberg, L.P, or any other independent reporting services, for the ten (10) trading days prior to the date of the exercise of the warrant. The Board of Directors of the Company will determine annually for the number of shares to be allotted. As the number of warrants to be issued will not be determined until the first anniversary date of the engagement agreement, no compensation value has been assigned to the future issuance of this undetermined number of warrants at this time.
MODERN MOBILITY AIDS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND 2013
(UNAUDITED)
13.
|
LOSS ON SETTLEMENT OF LOAN-RELATED PARTY
|
On August 28, 2014, the Company entered into a debt conversion agreement with one of the shareholders to convert an amount of $299,043 of his total balance owing of $425,399 by the Company. As a result of this conversion, the Company issued 7,974,495 common shares at a conversion price of $0.0375 per common shares, which represents a price per share determined by applying a twenty five percent (25%) discount to the closing prices of the Company's common share as reported by Bloomberg, L.P on the five (5) trading days prior to the date of the conversion agreement. The market value of the 7,974,495 shares issued was $398,725, and consequently we recognized a net loss of $91,706 during the quarter as a result of this debt conversion.
The provision (benefit) for income taxes for the three months ended September 30, 2014 and 2013, were as follows (assuming a 15 percent effective tax rate):
|
|
Three Months Ended
September 31,
|
|
|
|
2014
|
|
|
2013
|
|
Current Tax Provision:
|
|
|
|
|
|
|
Federal
|
|
|
|
|
|
|
Taxable income
|
|
$ |
- |
|
|
$ |
- |
|
Total current tax provision
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
Deferred Tax Provision:
|
|
|
|
|
|
|
|
|
Federal
|
|
|
|
|
|
|
|
|
Loss carryforwards
|
|
$ |
43,396 |
|
|
$ |
1,617 |
|
Change in valuation allowance
|
|
|
(43,396 |
) |
|
|
(1,617 |
) |
Total deferred tax provision
|
|
$ |
- |
|
|
$ |
- |
|
The Company had deferred income tax assets as of September 30, 2014 and June 30, 2014 as follows:
|
|
September 30,
2014
|
|
|
June 30,
2014
|
|
Loss carryforwards
|
|
$ |
1,122,588 |
|
|
$ |
833,283 |
|
Less - Valuation allowance
|
|
|
(1,122,588 |
) |
|
|
(833,283 |
) |
Total net deferred tax assets
|
|
$ |
- |
|
|
$ |
- |
|
As of September 30, 2014, the Company had approximately $1,122,588 in tax loss carry forwards that can be utilized in future periods to reduce taxable income, and begin to expire in the year 2028.
The Company provided a valuation allowance equal to the deferred income tax assets for the three months ended September 30, 2014 and June 30, 2014 because it is not presently known whether future taxable income will be sufficient to utilize the loss carry forwards.
MODERN MOBILITY AIDS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND 2013
(UNAUDITED)
15.
|
STOCKHOLDERS' DEFICIT
|
Preferred Stock
The total number of preferred shares authorized that may be issued by the Company is 1,000,000 shares with a par value of $0.001 per share.
No shares of preferred stock were issued and outstanding during the three months ended September 30, 2014 and 2013.
Common Stock
The total number of common shares authorized that may be issued by the Company is 200,000,000 shares with a par value of $0.001 per share.
On August 18, 2011, the Company implemented a 20 for 1 forward stock split whereby each shareholder of record received an additional 19 shares of common stock for every 1 share held of record. All references to shares reflect the split.
During the quarter ended September 30, 2014 we issued:
|
·
|
7,974,495 common shares at a conversion price of $0.0375per common shares against closing market price of $0.05 per common share, in settlement of a $299,043 of a loan from a shareholder, as discussed above in Note 9.
|
|
·
|
168,000 common shares issued at a price of $0.096, previous day closing prices of the Company's common share as reported by Bloomberg, L.P, for consulting service provided by related parties, as discussed in Note 12.
|
As at September 30, 2014 there were 86,886,287 shares of common stock issued and outstanding. As of the balance sheet date, the Company had not issued any shares nor granted any stock options under share-based compensation transactions
Common Stock Issuable
Under the terms of the Licensing Agreement which the Company entered into on August 26, 2014, the Company is obligated to issue 5 million shares of the Company's common stock as follows;
|
·
|
Two million (2,000,000) common shares upon delivery of certain materials, drawings and Prototypes to the Company;
|
|
·
|
Two million (2,000,000) common shares upon earlier of (i) the completion of a Prototype by the Company, or (ii) one year from the date of the agreement; and
|
|
·
|
One million (1,000,000) common shares upon receipt of approval from Health Canada for the sale in Canada of a device utilizing the intellectual property.
|
MODERN MOBILITY AIDS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND 2013
(UNAUDITED)
15.
|
STOCKHOLDERS' DEFICIT- continued
|
The Company has recognized a balance of stock issuable in the amount of $250,000 in respect of the5 million shares of the common shares of the Company issuable under the terms of the licensing agreement, valued at $0.05 per share based on the market price of our shares of common stock on the date of the agreement.
Warrants
The Company had entered into an agreement on July 27, 2014 to issue an as yet undetermined number of warrants commencing July 27, 2015 with an exercise price to be determined by applying twenty five (25) percent discount to the average of the closing price of the Company's stock as reported by Bloomberg, L.P, or any other independent reporting services, for the ten (10) trading days prior to the date of the exercise of the warrant .As the number of warrants to be issued will not be determined until the first anniversary date of the engagement agreement, no compensation value has been assigned to the future issuance of this undetermined number of warrants at this time.
As of the date of the issuance of this report, the Company had not received the materials, drawings and Prototypes specified under the licensing agreement and consequently had not issued the first tranche of 2 million shares of common stock.
In accordance with ASC 855, Subsequent Events, the Company has evaluated events that occurred subsequent to the balance sheet date through November 20, 2014 the date of available issuance of these unaudited financial statements. The Company determined that other than as disclosed above, there were no material reportable subsequent events to be disclosed.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements and Associated Risks.
The following discussion should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements contained in the MD&A are forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Quarterly Report on Form 10-Q.
The following table provides selected financial data about our Company as at September 30, 2014 and June 30, 2014.
Balance Sheet Data:
|
|
09/30/14
|
|
|
06/30/14
|
|
Cash
|
|
$ |
1,406 |
|
|
$ |
2,976 |
|
Total assets (other than cash)
|
|
$ |
371,314 |
|
|
$ |
55,440 |
|
Total liabilities
|
|
$ |
520,327 |
|
|
$ |
725,467 |
|
Shareholders' equity
|
|
$ |
(147,607 |
) |
|
$ |
(667,051 |
) |
Plan of Operation
The following discussion and analysis should be read in conjunction with our financial statements and notes thereto included elsewhere in this Form 10-Q. Except for the historical information contained herein, the discussion in this Form 10-Q contains certain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this Form 10-Q should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-Q. The Company's actual results could differ materially from those discussed here.
Modern Mobility Aids, Inc. (the “Company”) is a Nevada corporation in the development stage and had been involved in selling and distribution of products for mobility challenged individuals. The Company was incorporated under the laws of the State of Nevada on December 19, 2007 (Inception) under the name Glider Inc. The Company changed its name to Modern Mobility Aids, Inc. on April 22, 2010.
References in this Report to “Modern Mobility Aids” refer to Modern Mobility Aids Inc. and its subsidiaries, on a consolidated basis, unless otherwise indicated or the context otherwise requires. The Company's consolidated financial statements for the three month periods ended September 30, 2014, and 2013, include the accounts of its two wholly owned subsidiary companies Modern Mobility Aids, Inc., and MDRFM Group (Canada) Ltd., both Ontario, Canada, based companies.
Due to the uncertainty of our ability to generate sufficient revenues from our operating activities and, or, to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal operations when they come due, in their report on our financial statements for the year ended June 30, 2013 and 2012, our registered independent auditors included additional comments indicating concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our registered independent auditors. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS- continued
Our current cash balance as at September 30, 2014 is $1,406. We expect to experience a shortage of funds. Our shareholders have been lending us funds to enable us to pay our operating expenses. There are no formal binding commitments or binding arrangements with them to advance or loan funds. There are no terms regarding repayment of any loans or capital contribution. If shareholders do not continue to advance us the funds necessary to enable us to pay our expenses, we will not be able to continue.
The Company has abandoned its historic business of distributing products for mobility challenged individuals which has generated little operating revenue and has had limited operations to date. Our Board of Directors has determined that the Company will seek to acquire business assets or stock in companies in the biopharma sector that either have existing operations or are in the development stage with the potential for successful operations. We will require financing to make such acquisitions. There can be no assurance we can secure such financing or that we will be able to make such acquisitions even if financing is available. Moreover, even if we acquire business assets or a business, there can be no assurance that the acquisitions will be successfully accomplished and that our operations thereafter will be profitable.
Results of Operations
For the three months ended September 30, 2014 compared to three months ended September 30, 2013
Our results of operations, as reported in our consolidated financial statements, incorporate results of operations of our two wholly owned Canadian subsidiary companies. All significant intercompany balances and transactions have been eliminated on consolidation.
Revenue
During the three months ended September 30, 2014 and 2013 we generated no revenue as we have not commenced revenue generating activities at this time
Operating Expenses and Other Income (Expense)
During the three months ended September 30, 2014, we incurred operating expenses and other income (expense) of$289,305 compared to $10,775 in the same quarter of 2013.During the three months ended September 30, 2014, we incurred $171,219 for consulting fees as discussed in note 11 above, we recognized a loss of $91,706 on settlement of a related party loan for stock as discussed in note 5 above,$7,790 for consulting fees-related parties, $9,638 for business travel and meetings, $4,187 for accounting and audit fees, $1,514 for transfer agent fees, $2,438 for office and general expenses and $5,222 in foreign exchange gain. By comparison, during the three months ended September 30, 2013, we incurred $5,500 for accounting and audit fees, $3,125 for transfer agent fees, $330 for miscellaneous expenses and $1,768 in foreign exchange loss.
Losses
During the three month period ended September 30, 2014 we incurred losses of $289,305 compared with $10,775 in losses during the three month period ended September 30, 2013 due to the factors discussed above.
Liquidity and Capital Resources
As of September 30, 2014, we had $1,406 in cash compared to $2,976 at June 30, 2014. As of September 30, 2013, we had a working capital deficit of $509,903, compared to a working capital deficit of $713,057 as of June 30, 2014.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS- continued
Operating activities
Net cash used in operating activities for the three months ended September 30, 2014was $33,009, compared with net cash used in operating activities of $474 for the same period of prior year. During the three months ended September 30, 2104 the Company incurred a loss of $289,305 which was largely due to the reason of issuing common stock for consulting services and loss on conversion of debts. By comparison, during the three months ended September 30, 2013 we had $10,775 loss which was largely offset by increase in accounts payable for cash flow purposes.
Investing Activities
Net cash used in investing activities during the three months ended September 30, 2014 was $66,290 paid as partial consideration for the acquisition of a licensing agreement compared to Nil in the same period of 2013.
Financing Activities
Net cash provided from financing activities during the three months ended September 30, 2014 was $97,729 compared to $474 provided by financing activities in the three months ended September 30, 2013. During the three months ended September 30, 2014, we received $19,060 from related parties, $2,772 from shareholders by way of loan and $75,897 by way of loan from related party. By comparison, during the three months ended September 30, 2013, we received $431 by way of loan from a shareholder and $43 by way of a bank overdraft.
The Company must raise additional funds to initiate or acquire a business and to fund our continued operations. We may not be successful in our efforts to raise additional funds or achieve profitable operations. Even if we are able to raise additional funds through the sale of our securities or through the issuance of debt securities, or loans from our directors or financial institutions, our cash needs could be greater than anticipated in which case we could be forced to raise additional capital.
At the present time, we have no commitments for any additional financing, and there can be no assurance that, if needed, additional capital will be available to us on commercially acceptable terms or at all. These conditions raise substantial doubt as to our ability to continue as a going concern, which may make it more difficult for us to raise additional capital when needed. If we cannot get the needed capital, we may not be able to become profitable and may have to curtail or cease our operations.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations other than in respect of the early adoption of the new regulations relating to Development Stage Entities as discussed above.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements with any party.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the three months ended September 30, 2014, our management evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, our management concluded that our internal control over financial reporting was not effective as of September 30, 2014, because there was a material weakness in our internal control over financial reporting. 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 company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, through that evaluation, our management identified a material weakness in our internal control over financial reporting as a result of (i) inadequate personnel for documenting and execution of processes related to accounting for transactions; (ii) inadequate segregation of duties due to the lack of qualified accounting department personnel; and (iii) a lack of experienced personnel with relevant accounting experience, due to our limited financial resources. These deficiencies have resulted in, among other things, at times us being unable to provide timely account reconciliations. In order to address these issues, we will need to hire qualified employees or retain qualified individuals with the relevant accounting experience. We have to date been unable to implement remediation actions due to the lack of financial resources to do so. Our management intends to implement policies and procedures to remediate the material weakness the Company’s control over financial reporting when it has the financial resources to do so. Our remediation efforts to address this material weakness will include, among other things, hiring additional qualified personnel and evaluating or undertaking certain improvements to our systems and processes, which, if successful, we believe will be sufficient to provide us with the ability to remediate or cure this material weakness in the future. If this material weakness is not remediated or cured, then this deficiency in internal control over financial reporting could continue to adversely affect the timing and accuracy of our financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We were not subject to any legal proceedings during the three months ended September 30, 2014 or 2013 and, to the best of our knowledge; no legal proceedings are pending or threatened.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
During the quarter ended September 30, 2014 we issued:
|
·
|
7,974,495 common shares at a conversion price of $0.0375 per common shares against closing market price of $0.05 per common share, in settlement of a $299,043 of a loan from a shareholder, as discussed above in Note 9 of the above financial statements.
|
|
·
|
168,000 common shares issued at a price of $0.096, previous day closing prices of the Company's common share as reported by Bloomberg, L.P, for consulting service provided by related parties, as discussed in Note 12 of the above financial statements.
|
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No senior securities were issued or outstanding during the three month periods ended September 30, 2014 or 2013.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:
Exhibit No.
|
|
Description
|
3.1
|
|
Articles of Incorporation (i)**
|
3.2
|
|
Bylaws (i)**
|
3.3
|
|
Certificate of Amendment to Articles of Incorporation***
|
10.2
|
|
Share Purchase Agreement dated August 4, 2011 between MDRM Group (Canada) Ltd. (of the first part), Michalkoff Family Trust, Hrycyshyn Family Trust and Stolarchuk Family Trust (of the second part), Lumigene Technologies Inc. (of the third part) and Mark Michalkoff, Roman Hrycyshyn and Danylo Stolarchuk (of the fourth part). ****
|
10.3
|
|
Amendment to Share Purchase Agreement dated as of November 4, 2011 between MDRM Group (Canada) Ltd. (of the first part), Michalkoff Family Trust, Hrycyshyn Family Trust and Stolarchuk Family Trust (of the second part), Lumigene Technologies Inc. (of the third part) and Mark Michalkoff, Roman Hrycyshyn and Danylo Stolarchuk (of the fourth part). *****
|
10.4
|
|
Form of Amendment to Share Purchase Agreement dated as of March 2, 2012, between MDRM Group (Canada) Ltd. (of the first part), Michalkoff Family Trust, Hrycyshyn Family Trust and Stolarchuk Family Trust (of the second part), Lumigene Technologies Inc. (of the third part) and Mark Michalkoff, Roman Hrycyshyn and Danylo Stolarchuk (of the fourth part).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*filed herewith
**Included in our S-1 filing on August 23, 2010.
***Included in our current report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2011.
****Included in our current report on Form 8-K filed with the Securities and Exchange Commission on August 10, 2011.
*****Included in our current report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2011.
|
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.
November 20, 2014
|
MODERN MOBILITY AIDS INC.
|
|
|
|
|
By:
|
/s/ Kenneth Pinckard
|
|
|
Kenneth Pinckard
|
|
|
Chief Executive Officer and Director
|
|
By:
|
/s/ Preston J. Shea
|
|
|
Preston J. Shea
|
|
|
President, Chief Financial Officer and
Chief Accounting Officer
|
EXHIBIT 31.1
CERTIFICATION
I, Kenneth Pinckard, Chief Executive Officer and Director of the registrant, certify that:
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Modern Mobility Aids, 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.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-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 my 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 my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
I have disclosed, based on my most recent evaluation of internal controls 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):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: November 20, 2014
|
By:
|
/s/ Kenneth Pinckard
|
|
|
Kenneth Pinckard
|
|
|
Chief Executive Officer and Director
|
EXHIBIT 31.2
CERTIFICATION
I, Preston J. Shea, President, Chief Financial Officer, Chief Accounting Officer, Treasurer, Secretary and Director of the registrant, certify that:
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Modern Mobility Aids, 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.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-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 my 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 my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
I have disclosed, based on my most recent evaluation of internal controls 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):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: November 20, 2014
|
By:
|
/s/ Preston J. Shea
|
|
|
Preston J. Shea
|
|
|
President, Chief Financial Officer and
Chief Accounting Officer
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Modern Mobility Aids, Inc, (the "Registrant") on Form 10-Q for the quarterly period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kenneth Pinckard, Chief Executive Officer and Director of the Registrant, certify, in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
|
(1)
|
The Report, to which this certification is attached as Exhibit 32, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant
|
Date: November 20, 2014
|
By:
|
/s/ Kenneth Pinckard
|
|
|
Kenneth Pinckard
|
|
|
Chief Executive Officer and Director
|
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Modern Mobility Aids, Inc, (the "Registrant") on Form 10-Q for the quarterly period ended September 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Preston Shea, President, Acting Chief Financial Officer, Treasurer, Secretary, (Acting Principal Financial Officer and Acting Principal Accounting Officer) of the Registrant, certify, in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
|
(1)
|
The Report, to which this certification is attached as Exhibit 32, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant
|
Dated: November 20, 2014
|
By:
|
/s/ Preston J. Shea
|
|
|
Preston J. Shea
|
|
|
President, Chief Financial Officer and
Chief Accounting Officer
|
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