As
filed with the Securities and Exchange Commission on November 30, 2016 Registration
No. 333-198068
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
to
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Registration
Statement under the Securities Act of 1933
OCULUS
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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3669
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N/A
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(State
or other jurisdiction of
incorporation or organization)
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(Primary
Standard Industrial
Classification Code Number)
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(I.R.S.
Employer
Identification Number)
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1451
W Cypress Creek Road, Suite 300
Ft. Lauderdale, FL 33309
United States
Telephone:
(888) 623-8883
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
With
a copy to
Matthew
McMurdo, Esq.
McMurdo
Law Group, LLC
28
West 44
th
Street, 16
th
Floor
New
York, NY 10036
Phone:
917-318-28165
Fax:
866-606-8914
National
Registered Agents Inc., of NV
311
S. Division St., Carson City, NV 89703
Tel:
775-688-3061
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Approximate
Date of Commencement of Proposed Sale to the Public:
As soon as practicable after this Registration Statement is declared effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, please check the following box.
[X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act Prospectus number of the earlier effective registration statement for the
same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.
Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [ ]
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Smaller
reporting company
[X]
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Title of Each Class of
Securities to be
Registered
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Amount to be
Registered (1)
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Proposed
Maximum
Offering
Price
per Security
(2)
($)
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Proposed
Maximum
Aggregate
Offering Price ($)
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Amount of
Registration
Fee
($)
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Shares of Common Stock, par value $0.00001
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11,367,670
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0.005
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56,837.60
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7.32
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(3)
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(1)
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Represents
shares of our common stock previously acquired by and issued to the Selling Shareholders in private transactions directly
with us or with one of our affiliates. All of these shares are offered by the Selling Shareholders.
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(2)
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This
calculation is made solely for the purposes of determining the registration fee pursuant to the provisions of Rule 457(c)
under the Securities Act of 1933.
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(3)
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Previously
paid.
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The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.
PRELIMINARY
PROSPECTUS
OCULUS
INC.
A NEVADA CORPORATION
11,367,670
SHARES OF COMMON STOCK
The
selling security holders named in this prospectus are offering all of the shares of common stock offered through this prospectus.
We will not receive any proceeds from the sale of the common stock covered by this prospectus.
The
selling security holders are offering 11,367,670 shares of the Company’s common stock at $0.005 per share. The aggregate
net proceeds that the selling shareholders will receive in this offering assuming all of the shares are sold at the offering price
are $5,684. We will not receive any proceeds from the sale of the shares. We do not have any agreement with an underwriter.
Our
common stock is presently not traded on any market or securities exchange. The selling security holders have not engaged any underwriter
in connection with the sale of their shares of common stock. Common stock being registered in this registration statement may
be sold by selling security holders at a fixed price of $0.005 per share. The offering price for all the shares being registered
will remain fixed for the duration of the offering, The offering will conclude upon the earliest of (i) such time as all of the
common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible
for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect. There
is currently no trading market for our Common Stock. Our stock is quoted on the OTC Pink Sheets under the symbol ‘OCLL’,
but since the quotation was listed, there have been no trades.
We
are an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
The
Selling Stockholders are “underwriters” within the meaning of the Securities Act of 1933, as amended, with respect
to all shares being offered hereby.
We
are currently considered a “shell company” within the meaning of Rule 12b-2 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), in that we currently have nominal operations and nominal assets other than cash.
Accordingly, the ability of holders of our common stock to re-sell their shares may be limited by applicable regulations. Specifically,
the securities sold through this offering can only be resold through registration under the Securities Act of 1933, pursuant to
Section 4(1) of the Securities Act or by meeting the conditions of Rule 144(i). Until we cease to be a “shell company”,
we will not meet the requirements under Rule 144(i) under the Securities Act and our shareholders will not be able to rely on
Rule 144 order to sell their securities.
Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 9 to read about factors you
should consider before buying shares of our common stock.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offence.
The
information in this prospectus is not complete and may be changed. The selling shareholders may not sell or offer these securities
until this registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not
permitted.
EXPLANATORY
NOTE
On
August 12, 2014, we filed a registration statement with the Securities and Exchange Commission, or the SEC, on Form S-1 (File
No. 333-198068) (the “
Registration Statement
”). The Registration Statement, as amended, was declared effective
by the SEC on November 12, 2014 to initially register for resale by the selling stockholders identified in the prospectus an aggregate
of 11,367,670 shares of our common stock, par value $0.001 per share. This post-effective amendment is being filed to (i) include
information from our Annual Report on Form 10-K for the year ended April 30, 2016 (the “
Annual Report
”); and
(ii) update certain other information in the prospectus relating to the offering and sale of the shares that were registered for
resale on the Form S-1.
No
additional securities are being registered under this post-effective amendment. All applicable registration and filing fees were
paid at the time of the original filing of the Registration Statement on August 12, 2014.
TABLE
OF CONTENTS
PROSPECTUS
SUMMARY
This
Prospectus, and any supplement to this Prospectus include “forward-looking statements”. To the extent that the information
presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of
operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such
forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”,
“estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”.
Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there
are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.
These include, among others, the cautionary statements in the “Risk Factors” section beginning on page 8 of this Prospectus
and the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section elsewhere
in this Prospectus.
Prospectus
Summary
This
summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information
that you should consider before investing in the common stock. You should carefully read the entire prospectus, including “Risk
Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and
the Financial Statements, before making an investment decision. In this Prospectus, the terms “Oculus” “Company,”
“we,” “us” and “our” refer to Oculus Inc.
Corporate
Background:
We
were incorporated on January 9, 2014 under the laws of the state of Nevada. Our principal executive offices are located at 1451
W Cypress Creek Road, Suite 300, Ft. Lauderdale, FL 33309, United States. Our telephone number is (888) 623-8883. Our fiscal year
end is April 30. Since we are in our startup stage, we have predominately been involved in administrative activities such as setting
up bank accounts, establishing relationships with service providers and establishing our office facilities.
We
are a development stage company in the business of selling and providing services for GPS Tracking Devices. Our product, called
the AnyTrack GPS is a next generation remote personal locator device used to primarily located and aid in the timely rescue of
missing children, the elderly and pets. In addition, our devices will have additional functionalities, such as keeping track of
heart rates, with data being sent remotely and in the future we will add additional functionalities such as keeping track of blood
alcohol content, which will be useful for parolees or anyone that has been convicted of a DUI. In addition to selling these devices,
we will offer monthly services, such as tracking and data collection at a monthly fee. We plan to market our devices to the U.S.,
Canada and Europe and then extending to Asia.
Our
products and services, as well as our website and mobile interface are all in the development stage. We have only recently begun
operations, have no sales or revenues, and therefore rely upon the sale of our securities to fund our operations. Our auditors
have issued an audit opinion which includes a statement describing substantial doubt about our ability to continue as a going
concern.
Neither
our company, our directors, officers, promoters or affiliates intend for the company, once it is reporting, to be used as a vehicle
for a private company to go become a reporting company. We are not a blank check company and do not have any current plans or
intentions to be acquired or to merge with an operating company nor do we, or our shareholders, have plans to enter into a change
of control or similar transaction.
The
Offering:
Securities
Being Offered
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Up
to 11,367,670 shares of common stock
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Offering
Price
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The
selling shareholders will sell our shares at $0.005 per share for the duration of the offering. Our stock is quoted on the
OTC Pink Sheets under the symbol ‘OCLL’ but there is no market for our securities and no trades have been recorded.
We determined this offering price based upon the price of the last, sale of our common stock to investors.
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Terms
of the Offering
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The
selling shareholders will determine when and how they will sell the common stock offered in this prospectus
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Termination
of the Offering
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The
offering will conclude when all of the 11,367,670 shares of common stock have been sold, the shares no longer need to be registered
to be sold or we decide to terminate the registration of the shares.
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Securities
Issued and to be Issued
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46,367,670
shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold
under this prospectus will be sold by existing shareholders.
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Use
of Proceeds
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We
will not receive any proceeds from the sale of the common stock by the selling shareholders.
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Financial
Summary Information
All
references to currency in this Prospectus are to U.S. Dollars, unless otherwise noted.
The
following table sets forth selected financial information, which should be read in conjunction with the information set forth
in the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section and the
accompanying financial statements and related notes included elsewhere in this Prospectus.
Income
Statement Data
For
the three months ended July 31, 2015 and 2016
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July
31, 2015
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July
31, 2016
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(unaudited)
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(unaudited)
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Revenues
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-
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-
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Operating
Expenses
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$
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4,560
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$
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4,300
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Net Loss
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$
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5,439
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$
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4,938
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Net Loss Per Share
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(0.00
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)
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(0.00
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)
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For
the years ended April 30, 2015 and 2016
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April
30, 2015
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April
30, 2016
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(audited)
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(audited)
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Revenues
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-
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-
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Operating Expenses
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$
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45,799
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$
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47,044
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Net Loss
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$
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45,808
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$
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49,142
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Net Loss Per Share
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(0.00
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)
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(0.00
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)
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Balance
Sheet Data
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April
30, 2015
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April
30, 2016
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July
31, 2016
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(audited)
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(audited)
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(unaudited)
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Working Capital (Deficiency)
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$
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(6,680
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)
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$
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(55,822
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)
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$
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(60,760
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)
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Total Assets
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$
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3,244
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$
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736
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$
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736
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Total Liabilities
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$
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9,924
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$
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56,558
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$
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61,496
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Emerging
Growth Company
We
are an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act.
We
shall continue to be deemed an emerging growth company until the earliest of:
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A.
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the
last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount
is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers
published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;
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B.
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the
last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities
of the issuer pursuant to an effective registration statement under this title;
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C.
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the
date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt;
or
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D.
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the
date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title
17, Code of Federal Regulations, or any successor thereto.
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As
an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information
in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting.
This statement shall also assess the effectiveness of such internal controls and procedures.
Section
404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness
of the internal control structure and procedures for financial reporting.
As
an emerging growth company we are exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder
approval of executive compensation and golden parachutes.
We
have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to
Section 107(b) of the Act.
For
so long as we are an emerging growth company, we will be permitted to provide the scaled executive compensation disclosure applicable
to smaller reporting companies even if we no longer qualify as a smaller reporting company. In addition, as an emerging growth
company, we are exempt from PCAOB rules regarding mandatory firm rotation or the auditor reporting model.
RISK
FACTORS
The
Shares are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford
to lose the entire amount invested in our securities. You should carefully consider the risks described below and the other information
in this Memorandum before investing in our Shares. If any of the following risks actually occurs, our business, financial condition
or operating results could be materially adversely affected. In such case, you may lose all or part of your investment.
Risks
Associated with Our Financial Condition
Our
independent auditors have expressed substantial doubt about our ability to continue as a going concern.
We
incurred accumulated loss of $101,863 since inception. Because we are yet to attain profitable operations, in their report on
our financial statements for the years ended April 30, 2015 and April 30, 2016, our independent auditors included an explanatory
paragraph regarding their substantial doubt about our ability to continue as a going concern. Our financial statements contain
additional note disclosures describing the management’s assessment of our ability to continue as a going concern.
If
we are unable to obtain financing in the amounts and on terms and dates acceptable to us, we may not be able to expand or continue
our operations and developments and so may be forced to scale back or cease operations or discontinue our business and you could
lose your entire investment.
We
do not currently have any arrangement for financing. For the foreseeable future, we intend to fund our operations and capital
expenditures from limited cash flow and our cash on hand. If our capital resources are insufficient, we will have to raise additional
funds for the continued development of our business and the marketing of our products. Such additional funds may be raised through
the sale of additional stock, stockholder and director advances and/or commercial borrowing. There can be no assurance that a
financing will continue to be available if necessary to meet these continuing development costs or, if the financing is available,
that it will be on terms acceptable to us. The issuance of additional equity securities by us will result in a significant dilution
in the equity interests of our stockholders. Obtaining commercial loans, assuming those loans would be available, will increase
our liabilities and future cash commitments. If we are unable to obtain financing in the amounts and on terms deemed acceptable
to us, we may not be able to expand or continue our operations and developments and so may be forced to scale back or cease operations
or discontinue our business and you could lose your entire investment.
Investors
may not be able to adequately evaluate our business due to our lack of an operating history, lack of revenues and no customers.
We may not be successful in developing a market for our products and the value of your investment could decline.
We
are a development stage company in a highly competitive industry. We have no operating history, no customers and no revenues.
This makes it difficult to evaluate our future performance and prospects. Our prospects must be considered in light of the risks,
expenses, delays and difficulties frequently encountered in establishing a new business in an emerging and evolving industry,
including the following factors:
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●
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our
business model and strategy are still evolving and are continually being reviewed and revised;
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●
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we
may not be able to raise the capital required to develop our initial client base and reputation; and
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●
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we
may not be able to successfully develop our planned products and services.
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There
is no assurance that we will be able to commence operations, generate revenue or that our future operations, if any, will result
in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations. We
cannot be sure that we will be successful in meeting these challenges and addressing these risks and uncertainties. If we are
unable to do so, our business will not be successful and the value of your investment in us will decline.
Risks
Associated with Our Business
We
may not succeed if we are unable to attract employees and retain the services of our key personnel.
Our
performance is substantially dependent on retaining current management and key personnel and on recruiting and hiring additional
management and key personnel. In particular, we will rely on the expertise of Leon Henry, our Chief Executive and Financial Officer.
If we are unable to retain Mr. Henry, or if we are unable to hire suitable sales, marketing, and operational personnel, we may
not be able to successfully develop, improve, market, and sell products based on our technology. We have not obtained key-man
life insurance on our officers or directors. Competition for individuals with the qualifications that we require is intense, and
we may not be able to attract, assimilate, or retain these highly qualified people. The failure to attract, integrate, motivate,
and retain these employees could harm our business.
It
may be difficult for our stockholders to enforce any civil liabilities against us or our officers or directors because many of
our officers and substantially all of our operations are currently outside the United States.
Many
of our assets are located outside the United States, a majority of our directors and officers are nationals and/or residents of
countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the
United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against
us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of
the United States or any state.
We
have chosen to limit the liability of our directors and indemnify our officers and directors to the maximum extent permitted by
law, which may result in significant costs to us.
Our
articles of incorporation limit the liability of directors to the maximum extent permitted by Nevada law. In addition, our bylaws
require us to indemnify our directors and officers and allow us to indemnify our other employees and agents to the fullest extent
permitted at law. Our chief executive officer, our former chief financial officer, and one of our employees have been named as
defendants in a counterclaim against us, and we are advancing legal fees on their behalf and will indemnify them unless doing
so is not allowed under Nevada law. These claims for indemnification may result in significant costs to us. If we permit indemnification
for liabilities arising under the Securities Act of 1933 to directors, officers, or controlling persons under these provisions,
we have been informed that, in the opinion of the Securities and Exchange Commission, this indemnification is against public policy
as expressed in the Securities Act and is unenforceable.
Fluctuations
in the value of the United States dollar as compared to other currencies may affect our financial performance.
We
expect a substantial portion of our revenues to be based on sales and services rendered to customers outside the United States,
in Canada and Asia. As a result, if the relative strength of the dollar increases as related to the value of the Canadian dollar
and the relevant Asian currency, our financial performance would likely be adversely affected and it would become more difficult
to compete with entities whose operations were conducted outside the United States in the relevant currencies. We have no plan
or policy to utilize forward contracts or currency options to minimize this exposure, and even if these measures are implemented,
they may not be cost-effective or fully offset such future currency risks.
Our
sole director and officer has limited leadership and management experience.
Mr.
Henry has extensive experience in information technology and has been running his own small business since 1999. However, he has
limited leadership and management experience and has never worked in any capacity related to the manufacturing and distribution
of products. As a consequence, Mr. Henry may not have the necessary experience or knowledge to implement our business plan in
the optimal manner. This may lead to us not being able to initiate full scale operations, generate revenue or achieve profitability.
If that occurs, you may lose your entire investment.
If
we are unable to successfully manage growth, our operations could be adversely affected, and our business may fail.
Our
progress is expected to require the full utilization of our management, financial and other resources. Our ability to manage growth
effectively will depend on our ability to improve and expand operations, including our financial and management information systems,
and to recruit, train and manage sales personnel. There can be no assurance that management will be able to manage growth effectively.
Because
we do not have sufficient insurance to cover our business losses, we might have uninsured losses, increasing the possibility that
you may lose your investment.
We
may incur uninsured liabilities and losses as a result of the conduct of our business. We do not currently maintain any comprehensive
liability or property insurance. Even if we obtain such insurance in the future, we may not carry sufficient insurance coverage
to satisfy potential claims. We do not carry any business interruption insurance. Should uninsured losses occur, any purchasers
of our common stock could lose their entire investment.
We
may have liabilities to affiliated or unaffiliated third parties incurred in the regular course of our business.
We
will regularly do business with third party vendors, customers, suppliers and other third parties and thus we are always subject
to the risk of litigation from customers, employees, suppliers or other third parties because of the nature of our business. Litigation
could cause us to incur substantial expenses and, negative outcomes of any such litigation could add to our operating costs which
would reduce the available cash from which we could fund our ongoing business operations.
Our
market is characterized by rapid technological change, and if we fail to develop and market new technologies rapidly, we may not
become profitable in the future.
The
GPS and tracking industries are characterized by rapid technological change that could render our existing technologies obsolete.
The development of our technologies entails significant technical and business risks. We can give no assurance that we will successfully
use new technologies effectively or adapt our technologies to other customer requirements or needs. If our management is unable,
for technical, legal, financial, or other reasons, to adapt in a timely manner in response to changing market conditions or customer
requirements, we may never become profitable which may result in the loss of all or part of your investment.
Our
technical systems are vulnerable to interruption and damage that may be costly and time-consuming to resolve and may harm our
business and reputation.
A
disaster could interrupt our services for an indeterminate length of time and severely damage our business, prospects, financial
condition and results of operations. Our systems and operations are vulnerable to damage or interruption from fire, floods, network
failure, hardware failure, software failure, power loss, telecommunication failures, break-ins, terrorism, war or sabotage, computer
viruses, denial of service attacks, penetration of our network by unauthorized computer users and “hackers” and other
similar events, and other unanticipated problems.
We
may not have developed or implemented adequate protections or safeguards to overcome any of these events. We may also not have
anticipated or addressed many of the potential events that could threaten or undermine our technology network. Any of these occurrences
could cause material interruptions or delays in our business, result in the loss of data or render us unable to provide services
to our customers. In addition, if anyone can circumvent our security measures, he or she could destroy or misappropriate valuable
information or disrupt our operations. Our insurance, if any, may not be adequate to compensate us for all the losses that may
occur as a result of a catastrophic system failure or other loss, and our insurers may decline to do so for a variety of reasons.
If
we fail to address these issues in a timely manner, we may lose the confidence of our customers, and our revenue may decline and
our business could suffer.
The
current status of our business depends on securing contracts with suppliers and orders with customers and ensuring products to
sell.
To
date, although we have entered into a single distribution agreement with our preferred supplier, we cannot guarantee that we will
be able to sell specific products or maintain sufficient supply of specific products for our business. What’s more, we have
not yet sold products to any customer or developed a customer base. If we are unable to maintain our relationship with our preferred
supplier, or, in the alternative, secure another comparable supplier, we may be forced to cease operations. Similarly, if we fail
to develop a customer base we may be forced to cease operations.
Changes
in customer preferences, inventory reductions by customers, and the inability to penetrate new channels of distribution could
adversely affect our business.
We
have not yet developed a customer base or generated any revenues. However, if we are successful in doing so, t
he
loss or material reduction of business, the lack of success of sales initiatives, or changes in customer preferences or loyalties
for our products related to any such significant customer could have a material adverse impact on our results of operations and
cash flows. Furthermore, unanticipated inventory adjustments by these customers can have a negative impact on sales. Our results
may be adversely impacted in future periods by such customer inventory adjustments. Further, the inability to continue to penetrate
new channels of distribution may have a negative impact on our future results.
Problems
with product quality or product performance, including defects, in the products we distribute could result in a decrease in customers
and revenue, unexpected expenses and loss of market share for our company.
The
electronic products we plan to purchase are complex and must meet stringent quality requirements. Products this complex may contain
undetected errors or defects, especially when first introduced. These defects could cause us to, or may cause us to request that
suppliers incur significant re-engineering costs, divert the attention of our personnel from product selling efforts and significantly
affect our customer relations and business reputation. If we deliver products with errors or defects, or if there is a perception
that our products contain errors or defects, our credibility and the market acceptance and sales of our products could be harmed.
The
possibility of future product failures could cause us to incur substantial expense to repair or replace defective products.
Successful
sales and marketing efforts depend on our ability to recruit and retain qualified sales personnel.
The
success of our efforts to grow our business depends on the contributions and abilities of our sales force and other personnel,
including the ability to achieve adequate customer coverage. Our company must therefore train and motivate sales agents and other
personnel sufficiently to support its projected growth. A shortage of these key personnel might jeopardize our ability to implement
our growth strategy.
Low
demand for our products and the inability to develop and introduce new products at favorable margins could adversely impact our
performance and prospects for future growth.
Our
anticipated competitive advantage is due in part to our ability to acquire and introduce new products in a timely manner at favorable
margins. The uncertainties associated with introducing new products, such as market demand and costs, may impede the successful
development and introduction of new products on a consistent basis. Our investments in new product supplies and commitments to
fund advertising and product promotions in connection with these new products could erode profits if those expectations are not
met.
We
expect to face significant competition in the market for GPS Tracking Devices, and from other types of tracking devices and GPS
products.
Once
our business is operational, we expect to face significant competition in all aspects of our business, and we expect such competition
to increase, particularly in the market for GPS devices and GPS tracking devices.
Our
industry is evolving rapidly and is becoming increasingly competitive. Larger and more established companies may focus on our
market and could directly compete with us. Smaller companies, including GPS distributors and wholesales, could also launch new
products and services that compete with us and that could gain market acceptance quickly. We also expect our existing competitors
in the markets for hiring and marketing solutions to continue to focus on these areas. A number of these companies may have greater
resources than us, which may enable them to compete more effectively. Additionally, users of GPS devices may choose to use, or
increase their use of, those devices for tracking purposes, which may result in those users decreasing or eliminating their use
of AnyTrack GPS. Companies that currently focus on GPS tracking devices could also expand their focus to devices with additional
features, such as heart rate monitoring remotely. We intend to establish alliances and relationships with some of these companies
to allow broader exposure to users and access to data on the Internet. To the extent companies terminate such relationships and
establish alliances and relationships with others, our business could be harmed.
We
have a short operating history in a relatively new and unproven market, which makes it difficult to evaluate our future prospects
and may increase the risk that we will not be successful.
We
have a short operating history in a relatively new and unproven market that may not develop as expected, if at all. This short
operating history makes it difficult to effectively assess our future prospects. Even if we are able to develop our business to
the point that we have an operational website, there can be no assurances that we will be able to generate revenue or operate
profitably. You should consider our business and prospects in light of the risks and difficulties we are likely to encounter in
this rapidly evolving market. These risks and difficulties include our ability to, among other things:
|
●
|
Secure
a consistent customer base, both for purchasing devices and subscribing to our monthly subscription plans
|
|
|
|
|
●
|
avoid
interruptions or disruptions in our service or slower than expected data loading times;
|
|
|
|
|
●
|
earn
and preserve our customers’ trust with respect to their individual reputations and information; As a data tracking company,
we must strictly adhere to our privacy pledge
|
|
|
|
|
●
|
responsibly
use the data that our members share with us to provide solutions that make our customers more safe and make sure information
is kept private
|
|
●
|
develop
a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased member usage, as
well as the deployment of new features and products;
|
|
|
|
|
●
|
increase
revenue from the solutions we provide;
|
|
|
|
|
●
|
process,
store and use personal data in compliance with governmental regulation and other legal obligations related to privacy;
|
|
|
|
|
●
|
successfully
compete with other companies that are currently in, or may in the future enter, the GPS tracking industry as well as remote
data tracking space;
|
|
|
|
|
●
|
successfully
expand our business throughout the U.S., Canada and Europe
|
If
the market for GPS tracking devices does not develop as we expect, or if we fail to address the needs of this market, our business
will be harmed. We may not be able to successfully address these risks and difficulties or others, including those described elsewhere
in these risk factors. Failure to adequately address these risks and difficulties could harm our business and cause our operating
results to suffer.
Risks
Associated with Our Common Stock
There
is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be
unable to sell their shares.
There
is currently no active trading market for our common stock and such a market may not develop or be sustained. Our common stock
is currently quoted on the OTC Pink Sheets under the symbol ‘OCLL’, but no trading has occurred. If a public market
for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have
purchased and may lose all of their investment. If we establish a trading market for our common stock, the market price of our
common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general
market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume
fluctuations that have particularly affected the market prices for the shares of development stage companies, which may adversely
affect the market price of our common stock in a material manner.
Since
our common stock has not traded for a substantial period of time and, if a market ever develops for our common stock, the price
of our common stock is likely to be highly volatile and may decline after the offering. If this happens, investors may have difficulty
selling their shares and may not be able to sell their shares at all.
There
is no public market for our common stock and we cannot assure you that a market will develop or that any stockholder will be able
to liquidate his or her investment without considerable delay, if at all. A trading market may not develop in the future, and
if one does develop, it may not be sustained. If an active trading market does develop, the market price of our common stock is
likely to be highly volatile. The market price of our common stock may also fluctuate significantly in response to the following
factors, most of which are beyond our control:
|
●
|
variations
in our quarterly operating results;
|
|
|
|
|
●
|
changes
in market valuations of similar companies;
|
|
|
|
|
●
|
announcements
by us or our competitors of significant new products; and,
|
|
|
|
|
●
|
the
loss of key management.
|
The
equity markets have, on occasion, experienced significant price and volume fluctuations that have affected the market prices for
many companies’ securities and that have often been unrelated to the operating performance of these companies. Any such
fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. As a result,
stockholders may be unable to sell their shares, or may be forced to sell them at a loss.
Sales
of a substantial number of shares of our common stock into the public market by the selling stockholders may result in significant
downward pressure on the price of our common stock and purchasers who acquire shares from the selling stockholders may lose some
or all of their investment.
Sales
of a substantial number of shares of our common stock in the public market could cause a reduction in the market price of our
common stock, when and if such market develops. As a result of any such decreases in price of our common stock, purchasers who
acquire shares from the selling stockholders may lose some or all of their investment.
Because
we can issue additional shares of our common stock, purchasers of our common stock may experience dilution in their ownership
of our company in the future.
We are authorized to issue up to 200,000,000
shares of common stock. As of November 29, 2016 there were 46,367,670 shares of our common stock issued and outstanding and no
shares of our preferred stock issued and outstanding. Our board of directors has the authority to cause our company to issue additional
shares of common stock or preferred stock without the consent of any of our stockholders. Consequently, our stockholders may experience
dilution in their ownership of our company in the future.
Because
we do not intend to pay any dividends on our common stock, investors seeking dividend income or liquidity should not purchase
shares of our common stock in this offering.
We
do not currently anticipate declaring and paying dividends to our stockholders in the foreseeable future. It is our current intention
to apply net earnings, if any, in the foreseeable future to increasing our working capital. Prospective investors seeking or needing
dividend income or liquidity should, therefore, not purchase our common stock. We currently have no material revenues and a history
of losses, so there can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders
of shares of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board
of directors, which currently do not intend to pay any dividends on shares of our common stock for the foreseeable future.
Our
stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission’s penny stock regulations
which may limit a stockholder’s ability to buy and sell our stock.
Our
stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock”
to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00
per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The
term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with
a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks
and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly
account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations,
and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting
the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the
penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s
written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity
in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect
the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and
limit the marketability of our common stock.
The
Financial Industry Regulatory Authority sales practice requirements may also limit a stockholder’s ability to buy and sell
our stock.
In
addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority, which we refer to
as FINRA, has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities
to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s
financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes
that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The
FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may
limit your ability to buy and sell our common stock and have an adverse effect on the market for shares of our common stock.
Please
read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone
to provide you with different information. You should not assume that the information provided by the prospectus is accurate as
of any date other than the date on the front of this prospectus.
Because
we are classified as a shell company, investors may not rely upon exemptions from registration provided by Rule 144 unless and
until certain restrictions are complied with.
Rule
144 provides a safe harbor for the public resale of restricted and control securities if a number of conditions are met. Restricted
securities are securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer.
Control securities are those held by an affiliate of the issuing company.
Because
we are a shell company as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, investors may not rely
upon Rule 144 to sell their shares unless and until: we have ceased being a shell company; we are subject to the reporting requirements
of section 13 or 15(d) of the Exchange Act; have filed all reports and other materials required to be filed by section 13 or 15(d)
of the Exchange Act during the preceding 12 months; have filed current “Form 10 information” with the SEC reflecting
Registrant’s status as an entity that is no longer a shell company; and one year has elapsed from the date that the Registrant
filed “Form 10 information”.
USE
OF PROCEEDS
We
will not receive any proceeds from the resale of the securities offered through this Prospectus by the selling security holders.
The selling security holders will receive all proceeds from this offering.
DETERMINATION
OF OFFERING PRICE
The
selling security holders may sell the 11,367,670 common shares being registered in this prospectus at $0.005 per share for the
duration of the offering. The number of common shares that may be actually sold by a selling security holder will be determined
at the discretion of that selling security holder. The selling security holders are neither obligated to sell all or any portion
of the common shares offered, nor are they obligated to sell such shares immediately under this Prospectus. The security holders
may sell common stock at any privately negotiated price which may be influenced by factors such as a shareholder’s own cash
requirements, or objective criteria of value such as the market value of our assets.
The
offering price of the shares of our common stock does not necessarily bear any relationship to our book value, assets, past operating
results, financial condition or any other established criteria of value. The facts considered in determining the offering price
were our financial condition and prospects, our limited operating history and the general condition of the securities market.
In
addition, there is no assurance that our common stock will trade at market prices in excess of the initial offering price as prices
for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many
factors, including the depth and liquidity.
DILUTION
All
of the 11,367,670 shares of our common stock to be sold by the selling security holders are currently issued and outstanding,
and will therefore not cause dilution to any of our existing stockholders.
SELLING
SECURITY HOLDERS
As
of November 29, 2016, we have 200,000,000 common shares authorized with a par value of $0.00001 per share with 46,367,670 common
shares outstanding.
The
38 selling security holders are offering for sale 11,367,670 shares of our issued and outstanding common stock which they obtained
through the following private transaction:
|
●
|
Effective
April 14, 2014, we issued an aggregate of 11,367,670 common shares at $0.0003 per share. These shares were issued to thirty
eight (38) non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore
transaction relying on Regulation S of the Securities Act of 1933, as amended).
|
The following table provides information as
of November 29, 2016 regarding the beneficial ownership of our common stock by each of the selling security holders, including:
|
●
|
the
number of shares owned by each prior to this offering;
|
|
|
|
|
●
|
the
number of shares being offered by each;
|
|
|
|
|
●
|
the
number of shares that will be owned by each upon completion of the offering, assuming that all the shares being offered are
sold;
|
|
|
|
|
●
|
the
percentage of shares owned by each; and
|
|
|
|
|
●
|
the
identity of the beneficial holder of any entity that owns the shares being offered.
|
Name of Selling Security
Holder
|
|
Shares
Owned
Prior to
this
Offering
(1)
|
|
|
Percent
%
(2)
|
|
|
Maximum
Numbers of
Shares
Being
Offered
|
|
|
Beneficial
Ownership
After
Offering
|
|
|
Percentage
Owned upon Completion of the Offering
(2)
|
|
Charmaine Alexander
|
|
|
316,667
|
|
|
|
(10
|
)
|
|
|
316,667
|
|
|
|
0
|
|
|
|
0
|
|
Veviet Morverly Baigh
|
|
|
300,000
|
|
|
|
(10
|
)
|
|
|
300,000
|
|
|
|
0
|
|
|
|
0
|
|
Andrea Berry (3)
|
|
|
266,667
|
|
|
|
(10
|
)
|
|
|
266,667
|
|
|
|
0
|
|
|
|
0
|
|
Sherika Berry (3)
|
|
|
266,667
|
|
|
|
(10
|
)
|
|
|
266,667
|
|
|
|
0
|
|
|
|
0
|
|
Joen Brown (4)
|
|
|
266,667
|
|
|
|
(10
|
)
|
|
|
266,667
|
|
|
|
0
|
|
|
|
0
|
|
Kayan K Brown (4)
|
|
|
316,667
|
|
|
|
(10
|
)
|
|
|
316,667
|
|
|
|
0
|
|
|
|
0
|
|
Dwight Campbell
|
|
|
300,000
|
|
|
|
(10
|
)
|
|
|
300,000
|
|
|
|
0
|
|
|
|
0
|
|
Windel Clarke
|
|
|
300,000
|
|
|
|
(10
|
)
|
|
|
300,000
|
|
|
|
0
|
|
|
|
0
|
|
Colleen Cooper
|
|
|
300,000
|
|
|
|
(10
|
)
|
|
|
300,000
|
|
|
|
0
|
|
|
|
0
|
|
Blakeroy Daye (5)
|
|
|
300,000
|
|
|
|
(10
|
)
|
|
|
300,000
|
|
|
|
0
|
|
|
|
0
|
|
Dionne M. Daye (5)
|
|
|
283,333
|
|
|
|
(10
|
)
|
|
|
283,333
|
|
|
|
0
|
|
|
|
0
|
|
Oliver Orlandojunior Daye (5)
|
|
|
283,333
|
|
|
|
(10
|
)
|
|
|
283,333
|
|
|
|
0
|
|
|
|
0
|
|
Leon Ellis
|
|
|
308,667
|
|
|
|
(10
|
)
|
|
|
308,667
|
|
|
|
0
|
|
|
|
0
|
|
Newton Anthony Ferguson
|
|
|
300,000
|
|
|
|
(10
|
)
|
|
|
300,000
|
|
|
|
0
|
|
|
|
0
|
|
Petrona Patrice Ferrigon
|
|
|
300,000
|
|
|
|
(10
|
)
|
|
|
300,000
|
|
|
|
0
|
|
|
|
0
|
|
Venessa Gallimore
|
|
|
316,667
|
|
|
|
(10
|
)
|
|
|
316,667
|
|
|
|
0
|
|
|
|
0
|
|
Hermin Gooden
|
|
|
283,333
|
|
|
|
(10
|
)
|
|
|
283,333
|
|
|
|
0
|
|
|
|
0
|
|
Demar Hall (6)
|
|
|
300,000
|
|
|
|
(10
|
)
|
|
|
300,000
|
|
|
|
0
|
|
|
|
0
|
|
Tajhae Mikieco-Raymond Hall (6)
|
|
|
300,000
|
|
|
|
(10
|
)
|
|
|
300,000
|
|
|
|
0
|
|
|
|
0
|
|
Winston Harris
|
|
|
300,000
|
|
|
|
(10
|
)
|
|
|
300,000
|
|
|
|
0
|
|
|
|
0
|
|
Deyema Hemans
|
|
|
300,000
|
|
|
|
(10
|
)
|
|
|
300,000
|
|
|
|
0
|
|
|
|
0
|
|
Pauline Henry (7)
|
|
|
300,000
|
|
|
|
(10
|
)
|
|
|
300,000
|
|
|
|
0
|
|
|
|
0
|
|
Veronica Henry (7)
|
|
|
316,667
|
|
|
|
(10
|
)
|
|
|
316,667
|
|
|
|
0
|
|
|
|
0
|
|
Althea Hinds
|
|
|
316,667
|
|
|
|
(10
|
)
|
|
|
316,667
|
|
|
|
0
|
|
|
|
0
|
|
Dereka Hyde
|
|
|
300,000
|
|
|
|
(10
|
)
|
|
|
300,000
|
|
|
|
0
|
|
|
|
0
|
|
Kareem Latoya Lawson
|
|
|
316,667
|
|
|
|
(10
|
)
|
|
|
316,667
|
|
|
|
0
|
|
|
|
0
|
|
Ricardo Leon
|
|
|
300,000
|
|
|
|
(10
|
)
|
|
|
300,000
|
|
|
|
0
|
|
|
|
0
|
|
Troy Martin
|
|
|
283,333
|
|
|
|
(10
|
)
|
|
|
283,333
|
|
|
|
0
|
|
|
|
0
|
|
Heather McGlashen
|
|
|
316,667
|
|
|
|
(10
|
)
|
|
|
316,667
|
|
|
|
0
|
|
|
|
0
|
|
Madgelin Pratt
|
|
|
300,000
|
|
|
|
(10
|
)
|
|
|
300,000
|
|
|
|
0
|
|
|
|
0
|
|
Yvonne Riley
|
|
|
316,667
|
|
|
|
(10
|
)
|
|
|
316,667
|
|
|
|
0
|
|
|
|
0
|
|
Jody-Ann Deonna Russell (8)
|
|
|
316,667
|
|
|
|
(10
|
)
|
|
|
316,667
|
|
|
|
0
|
|
|
|
0
|
|
Renardo Russell (8)
|
|
|
268,333
|
|
|
|
(10
|
)
|
|
|
268,333
|
|
|
|
0
|
|
|
|
0
|
|
Orlando Smith
|
|
|
316,667
|
|
|
|
(10
|
)
|
|
|
316,667
|
|
|
|
0
|
|
|
|
0
|
|
Frank Conway Thompson (9)
|
|
|
316,667
|
|
|
|
(10
|
)
|
|
|
316,667
|
|
|
|
0
|
|
|
|
0
|
|
Rushan Thompson (9)
|
|
|
316,667
|
|
|
|
(10
|
)
|
|
|
316,667
|
|
|
|
0
|
|
|
|
0
|
|
Veronica Warren
|
|
|
274,000
|
|
|
|
(10
|
)
|
|
|
274,000
|
|
|
|
0
|
|
|
|
0
|
|
Odile Ornella Witter
|
|
|
283,333
|
|
|
|
(10
|
)
|
|
|
300,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
11,367,670
|
|
|
|
24.5
|
|
|
|
11,367,670
|
|
|
|
0
|
|
|
|
0
|
|
|
(1)
|
The
number and percentage of shares beneficially owned is determined to the best of our knowledge in accordance with the Rules
of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any shares as to which the selling security holder has sole or shared voting or investment power
and also any shares which the selling security holder has the right to acquire within 60 days of the date of this Prospectus.
|
|
|
|
|
(2)
|
The
percentages are based on 46,367,670 shares of our common stock issued and outstanding and as at August 26, 2016.
|
|
|
|
|
(3)
|
Andrea
Berry and Sharika Berry are sisters.
|
|
|
|
|
(4)
|
Joen
Brown and Kayan K Brown are unrelated.
|
|
|
|
|
(5)
|
Blakeroy
Daye is the father of Oliver Orlando junior Day. Dionne M. Daye and Oliver Orlando junior Day are cousins.
|
|
|
|
|
(6)
|
Demar
Hall and Tajhae Mikieco-Raymond Hall are unrelated.
|
|
|
|
|
(7)
|
Pauline
Henry and Veronica Henry are not related to each other or our President.
|
|
|
|
|
(8)
|
Hody-Ann
Deonna Russell and Renardo Russell are unrelated.
|
|
|
|
|
(9)
|
Frank
Conway Thompson and Rushan Thompson are unrelated.
|
|
|
|
|
(10)
|
Less
than 1%.
|
Except
as otherwise noted in the above list, the named party beneficially owns and has sole voting and investment power over all the
shares or rights to the shares. The numbers in this table assume that none of the selling security holders will sell shares not
being offered in this Prospectus or will purchase additional shares, and assumes that all the shares being registered will be
sold.
Other
than as described above, none of the selling security holders or their beneficial owners has had a material relationship with
us other than as a security holder at any time within the past three years, or has ever been one of our officers or directors
or an officer or director of our predecessors or affiliates.
None
of the selling security holders are broker-dealers or affiliates of a broker-dealer.
PLAN
OF DISTRIBUTION
The
selling security holders may sell some or all of their shares of our common stock in one or more transactions, including block
transactions:
●
|
on
such public markets as the securities may be trading;
|
|
|
●
|
in
privately negotiated transactions; or
|
|
|
●
|
in
any combination of these methods of distribution.
|
The
selling security holders may offer our common stock to the public at $0.005 per share for the duration of the offering.
We
are bearing all costs relating to the registration of our common stock. The selling security holders, however, will pay any commissions
or other fees payable to brokers or dealers in connection with any sale of the shares of our common stock.
The
selling security holders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of
our common stock. In particular, during such times as the selling security holders may be deemed to be engaged in a distribution
of any securities, and therefore be considered to be an underwriter, they must comply with applicable laws and may, among other
things:
●
|
furnish
each broker or dealer through which our common stock may be offered such copies of this Prospectus, as amended from time to
time, as may be required by such broker or dealer;
|
|
|
●
|
not
engage in any stabilization activities in connection with our securities; and
|
|
|
●
|
not
bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as
permitted under the Exchange Act.
|
The
selling security holders and any underwriters, dealers or agents that participate in the distribution of our common stock may
be deemed to be underwriters, and any commissions or concessions received by any such underwriters, dealers or agents may be deemed
to be underwriting discounts and commissions under the Securities Act. Our common stock may be sold from time to time by the selling
security holders in one or more transactions at a fixed offering price, which may be changed, at varying prices determined at
the time of sale or at negotiated prices if our common stock becomes quoted on the OTC Pink Sheets and a market for the stock
develops. We may indemnify any underwriter against specific civil liabilities, including liabilities under the Securities Act.
The
selling security holders and any broker-dealers acting in connection with the sale of the common stock offered under this Prospectus
may be deemed to be underwriters within the meaning of section 2(11) of the Securities Act, and any commissions received by them
and any profit realized by them on the resale of shares as principals may be deemed underwriting compensation under the Securities
Act. Neither we nor the selling security holders can presently estimate the amount of such compensation. We know of no existing
arrangements between the selling security holders and any other security holder, broker, dealer, underwriter or agent relating
to the sale or distribution of our common stock. Because the selling security holders may be deemed to be “underwriters”
within the meaning of section 2(11) of the Securities Act, the selling security holders will be subject to the prospectus delivery
requirements of the Securities Act. Each selling security holder has advised us that they have not yet entered into any agreements,
understandings, or arrangements with any underwriters or broker-dealers regarding the sale of their shares. We may indemnify any
underwriter against specific civil liabilities, including liabilities under the Securities Act.
Regulation
M
During
such time as the selling security holders may be engaged in a distribution of any of the securities being registered by this Prospectus,
the selling security holders are required to comply with Regulation M under the Exchange Act. In general, Regulation M precludes
any selling security holder, any affiliated purchaser and any broker-dealer or other person who participates in a distribution
from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security that is the subject of
the distribution until the entire distribution is complete.
Regulation
M defines a “distribution” as an offering of securities that is distinguished from ordinary trading activities by
the magnitude of the offering and the presence of special selling efforts and selling methods. Regulation M also defines a “distribution
participant” as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or
who is participating in a distribution.
Regulation
M prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the
participant has a beneficial interest, any of the securities that are the subject of the distribution. Regulation M also governs
bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. We have
informed the selling security holders that the anti-manipulation provisions of Regulation M may apply to the sales of their shares
offered by this Prospectus, and we have also advised the selling security holders of the requirements for delivery of this Prospectus
in connection with any sales of the shares offered by this Prospectus.
With
regard to short sales, the selling security holders cannot cover their short sales with securities from this offering. In addition,
if a short sale is deemed to be a stabilizing activity, then the selling security holders will not be permitted to engage in such
an activity. All of these limitations may affect the marketability of our common stock.
Penny
Stock Rules
The
SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges,
provided that current price and volume information with respect to transactions in such securities is provided by the exchange
or system).
The
penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver
a standardized risk disclosure document prepared by the SEC which:
|
●
|
contains
a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
|
|
|
|
|
●
|
contains
a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the
customer with respect to violations of such duties or other requirements of federal securities laws;
|
|
|
|
|
●
|
contains
a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny
stocks and the significance of the spread between the bid and ask prices;
|
|
|
|
|
●
|
contains
the toll-free telephone number for inquiries on disciplinary actions;
|
|
|
|
|
●
|
defines
significant terms in the disclosure document or in the conduct of trading in penny stocks; and
|
|
|
|
|
●
|
contains
such other information, and is in such form (including language, type size, and format) as the SEC shall require by rule or
regulation.
|
Prior
to effecting any transaction in a penny stock, a broker-dealer must also provide a customer with:
|
●
|
the
bid and ask prices for the penny stock;
|
|
|
|
|
●
|
the
number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity
of the market for such stock;
|
|
|
|
|
●
|
the
amount and a description of any compensation that the broker-dealer and its associated salesperson will receive in connection
with the transaction; and
|
|
|
|
|
●
|
a
monthly account statement indicating the market value of each penny stock held in the customer’s account.
|
In
addition, the penny stock rules require that prior to effecting any transaction in a penny stock not otherwise exempt from those
rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser
and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, (ii) a written agreement
to transactions involving penny stocks, and (iii) a signed and dated copy of a written suitability statement. These disclosure
requirements may have the effect of reducing the trading activity in the secondary market for our securities, and therefore our
stockholders may have difficulty selling their shares.
Blue
Sky Restrictions on Resale
When
a selling security holder wants to sell shares of our common stock under this Prospectus in the United States, the selling security
holder will need to comply with state securities laws, also known as “blue sky laws,” with regard to secondary sales.
All states offer a variety of exemptions from registration of secondary sales. Many states, for example, have an exemption for
secondary trading of securities registered under section 12(g) of the Exchange Act or for securities of issuers that publish continuous
disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor’s.
The broker for a selling security holder will be able to advise the stockholder as to which states have an exemption for secondary
sales of our common stock.
Any
person who purchases shares of our common stock from a selling security holder pursuant to this Prospectus, and who subsequently
wants to resell such shares will also have to comply with blue sky laws regarding secondary sales.
When
this Registration Statement becomes effective, and a selling security holder indicates in which state(s) he desires to sell his
shares, we will be able to identify whether he will need to register or may rely on an exemption from registration.
DESCRIPTION
OF SECURITIES TO BE REGISTERED
General
Our
authorized capital stock consists of 200,000,000 shares of common stock at a par value of $0.00001 per share and 100,000,000 shares
of preferred stock at a par value of $0.00001.
Common
Stock
As
of November 29, 2016, there were 46,367,670 issued and outstanding shares of our common stock held by 39 holders of record.
Holders
of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common
stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election
of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital
stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any
meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to our articles of incorporation.
Holders
of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available
funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata
in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference
over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption
provisions applicable to our common stock.
Preferred
Stock
We
have an authorized class of preferred stock consisting of 100,000,000 shares of preferred stock. No shares of preferred stock
are currently issued and outstanding.
Dividend
Policy
We
have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our
board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future,
but rather to reinvest earnings, if any, in our business operations.
Share
Purchase Warrants and Options
As
of the date of this Prospectus there are no share purchase warrants or options issued and outstanding.
Convertible
Securities
We
have not issued any securities convertible into shares of our common stock or granted any rights convertible or exchangeable into
shares of our common stock.
Rule
144 Restrictions on Resale
We
are currently considered a “shell company” within the meaning of Rule 12b-2 under the Exchange Act, in that we currently
have nominal operations and nominal assets other than cash. Accordingly, the ability of holders of our common stock to re-sell
their shares may be limited by applicable regulations. Specifically, the securities sold through this offering can only be resold
through registration under the Securities Act of 1933, pursuant to Section 4(1) of the Securities Act, or by meeting the conditions
of Rule 144(i) under the Securities Act.
INTERESTS
OF NAMED EXPERTS AND COUNSEL
No
expert or counsel named in this Prospectus as having prepared or certified any part thereof or having given an opinion upon the
validity of the securities being registered or upon other legal matters in connection with the registration or offering of our
common stock was employed on a contingency basis or had or is to receive, in connection with the offering, a substantial interest,
directly or indirectly, in us. Additionally, no such expert or counsel was connected with us as a promoter, managing or principal
underwriter, voting trustee, director, officer or employee.
McMurdo
Law Group, LLC, 28 West 44
th
Street, 16
th
Floor, New York, NY 10036 will pass on the validity of the common
stock being offered pursuant to this registration statement.
DESCRIPTION
OF BUSINESS
Forward-Looking
Statements
This
Prospectus contains forward-looking statements. To the extent that any statements made in this report contain information that
is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified by the use of
words such as “expects”, “plans”, “will”, “may”, “anticipates”, “believes”,
“should”, “intends”, “estimates” and other words of similar meaning. These statements are
subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially
from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation,
our ability to raise additional capital to finance our activities; the effectiveness, profitability and marketability of our products;
legal and regulatory risks associated with the share exchange; the future trading of our common stock; our ability to operate
as a public company; our ability to protect our intellectual property; general economic and business conditions; the volatility
of our operating results and financial condition; our ability to attract or retain qualified personnel; and other risks detailed
from time to time in our filings with the SEC, or otherwise.
Corporate
Description
We
were incorporated on January 9, 2014 under the laws of the state of Nevada. Our principal executive offices are located at 1451
W Cypress Creek Road, Suite 300, Ft. Lauderdale, FL 33309, United States. Our telephone number is (888) 623-8883. Our fiscal year
end is April 30. Since we are in our startup stage, we have predominately been involved in administrative activities such as setting
up bank accounts, establishing relationships with service providers and establishing our office facilities.
We
are a development stage company in the business of selling and providing services for GPS Tracking Devices. Our product, called
the AnyTrack GPS is a next generation remote personal locator device used to primarily located and aid in the timely rescue of
missing children, the elderly and pets. In addition, our devices will have additional functionalities, such as keeping track of
heart rates, with data being sent remotely and in the future we will add additional functionalities such as keeping track of blood
alcohol content, which will be useful for parolees or anyone that has been convicted of a DUI. In addition to selling these devices,
we will offer monthly services, such as tracking and data collection at a monthly fee. We plan to market our devices to the U.S.,
Canada and Europe and then extending to Asia.
On
June 20, 2014, we entered into a supply agreement with Shenzhen Coban Electronics co., Ltd for the supply of the GPS tracking
devices we plan on marketing as AnyTrack GPS. This is a non-exclusive distribution agreement for the territories of North America,
Jamaica, Dominican Republic and Europe. We are required to purchase a total of 100 devices as an initial order and an additional
100 devices in the first year of the agreement in order for the agreement to be extended. The devices carry a manufacturer’s
warranty of one year. Initially, we plan to re-sell these devices to the public under our AnyTrack brand name. If we are able
to generate sufficient revenues or additional financing, we plan on developing proprietary products such as wristbands, watches,
or dog collars which will incorporate these devices.
Our
products and services, as well as our website and mobile interface are all in the development stage. We have only recently begun
operations, have no sales or revenues, and therefore rely upon the sale of our securities to fund our operations. We have a going
concern uncertainty as of the date of our most recent financial statements.
We
currently employ third party developers to construct our planned website. We anticipate that we will be able to conduct alpha
testing of our network, website and data and locations services by the first quarter of 2017. Thereafter, we will conduct beta
testing by a limited group of users. We expect that beta testing will be complete by the second quarter of 2017. Beginning in
June of 2017, we intend to retain commissioned sales and marketing consultants to recruit a membership base for our services in
preparation of a public unveiling and launch in September of 2017. We have not yet hired any commissioned sales people. We have
faced challenges in raising capital for our company since our inception. We believe that this is due partly to the lack of a market
for our common stock and are therefore filing this post effective amendment to update information about our company in order to
allow our shareholders the ability to resell their shares.
We
intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing by way
of private placements. We currently do not have any arrangements or commitments in place to complete any private placement financings
and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.
If
we are not able to raise the full $275,000 budget that we require to implement our business plan as anticipated, we will scale
our business development in line with available capital. Our primary priority will be to retain our reporting status with the
SEC which means that we will first ensure that we have sufficient capital to cover our corporate, legal and accounting expenses.
We will likely not expend funds on the remainder of our planned activities unless we have the required capital.
Products
and Services
We
plan to engage in the sales, distribution and services of GPS devices, including tracking devices. We anticipate that our flagship
line of products will be named the AnyTrack GPS series. These devices will be marketed as state-of-the-art next generation devices
that will act as a remote personal locator. The remote personal locators, also known as tracking devices will serve primary functions
and secondary functions. The primary functions will be to locate and immediately and aid in the timely rescue of children, pets
and elderly individuals with diseases that would normally cause them to stray from normal daily activities, such as Alzheimer’s
disease and dementia.
We
plan to employ a multiple distribution strategy to promote the AnyTrack GPS line of products in metropolitan areas in many markets
starting in the U.S. Initially, we plan to re-sell the exact devices acquired from Shenzhen Coban Electronics co., Ltd to the
public under our AnyTrack brand name. If we are able to generate sufficient revenues or additional financing, we plan on developing
proprietary products such as wristbands, watches, or dog collars which will incorporate these devices.
We
plan to distribute these GPS locator devices as well as offer our corresponding GPS location services and other data collection
services. We plan to sell these products and services through multiple channels, namely through brick-and-mortar stores as well
as online marketplaces and our own website. We hope to support this multi-distribution strategy by launching comprehensive advertising
and public relations campaigns.
We
plan for the device being able to be placed in pockets, in purses, in clothing, in hard-to-find areas (for securing against theft),
and also be attached to objects, such as vehicles, backpacks and laptop computers. It can also be worn as part of a decorative
device, such as jewelry, be placed on a belt or be worn as its own device, such as a watch or wristband.
The
main way to track the device is to call or text the device, and within seconds the caller or texter would receive a detailed map
and address of the exact location via any mobile device with mapping and a data connection or a computer with map software.
We
plan on offering the AnyTrack GPS either in the form of chips (which could attach to anything the customer would like), or in
finished products, such as bracelets, wristbands, or collars (for pets).
How
it Works
The
Global Positioning System (GPS) is a worldwide radio-navigation system formed from the group of 24 satellites and their ground
stations. This system is mainly funded and controlled by the U.S. Department of Defense (DOD). This system was initially designed
for the U.S. military operation, however today civilians all around the world use the service. The use of this service is free
of charge for civilians without any kind of charge or restrictions.
GPS
tracking systems use the Global Navigation Satellite System Network. This network uses a range of satellites that use microwave
signals that are transmitted to GPS devices to give information on locations, and other types of data such as speed of a particular
vehicle, time and direction. Therefore, a GPS tracking device can give both real-time and also historical data with regards to
navigation on anything that is transmitting this signal.
Global
positioning provides special satellite signals, which are then processed by a receiver. These receivers pinpoint the location
and also track data and time. The positions can also be transmitted in three dimensional views with GPS tracking satellites. There
are 27 Earth-orbiting satellites that receive and transmit these signals back to earth. They each orbit around Earth every 12
hours and send radio signals from space that are received by GPS receivers.
The
operation and control of the Global Positioning System comes down to trilateration, which is a mathematical formulation, which
falls into two categories, 2D and 3D. The GPS receiver must know the location of the place to be tracked by three separate satellites
orbiting above Earth. Additionally, it must know the distance between the place and each satellite. Units have that multiple receivers
that pick up signals from several GPS satellites simultaneously. These radio waves are electromagnetic energy that travels at
the speed of light.
GPS
tracking systems work in various ways for different situations. In commercial situations, GPS devices are generally used to record
the position of vehicles while they are driving, and can help them navigate to a specified location. In passive tracking, systems
will store the date within the GPS systems themselves. In active tracking, systems send information regularly to a centralized
database via modem within the GPS system. Active GPS tracking is also known as Real-Time tracking or 2-way GPS. Active tracking
is also used as the system for monitoring and locating people, allowing parents, children, caregivers or law enforcement to be
able to track others. AnyTrack GPS tracking system uses active tracking.
Market
Currently,
GPS tracking is used in business and home life. For example, a delivery company can use GPS tracking in order to know where all
its delivery trucks are. This allows the business to ensure that all employees are where they should be during working hours,
and the company can also let customers know the location of a truck that is due to deliver to their house.
Parents
can track their children via the GPS tracking function within their children’s smartphones. Whether it’s a young child
staying over at a friend’s house, or a teenager that has started driving, GPS transmitting devices can pinpoint the location
of your children. However, children who are too young to possess mobile phones are not able to be tracked using those devices,
so parents may deem other types of devices necessary to track their children. The AnyTrack GPS series of Devices would be using
that market for children’s use. This would ensure children would be at the locations they are meant to be, protecting against
kidnapping or other various threats.
Additionally,
adults who have parents that need to be looked after, or frequently stray from their daily activities, more specifically, elderly
people with such diseases as dementia or Alzheimer’s disease may also need these types of devices. If for some reason, they
cannot be frequently looked after or even if they are looked after, may find their way into an abnormal situation, these GPS devices
would be great for their children to be able to look after them. As of 2009, most people who have Alzheimer’s disease are
over 60 years old, in more shocking is that one in eight over 60 have contracted it. In the US, over five million people have
Alzheimer’s and is steadily continuing to grow. We expect a high penetration rate of this market.
A
third and also very important use for these devices would be for pets, specifically for dogs and cats. These GPS devices would
be in the form of collars that transmit a GPS signal and pet owners would be able to track their pets to make sure they are not
lost or accidentally run away.
Employees
Currently,
we do not have any employees other than our sole director and officer. We do not expect any material changes in the number of
employees over the next 12 month period. We do and will continue to outsource contract employment as needed.
We
engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection
with our development programs.
Description
of Property and Facilities
As
of the date of this Prospectus, our executive, administrative, and operating offices are located at 1451 W Cypress Creek Road,
Suite 300, Ft. Lauderdale, FL 33309, United States. We believe these facilities are adequate for our current needs. The offices
are currently provided to us at no cost by our sole director and officer. We believe that our office space and facilities are
sufficient to meet our present needs and do not anticipate any difficulty securing alternative or additional space, as needed,
on terms acceptable to us.
Competitive
Business Conditions
In
the GPS Tracking Industry, consumers are searching for the most effective product at the lowest possible price; different market
segments will put different emphases on ease of use versus reliability or cost, depending on their needs and budgets. Although
we will emphasize some aspects of our products differently for the distinct market segments described above, our products beat
the competition on many grounds.
While
many companies offer GPS tracking and location services, AnyTrack will offer additional data tracking services that would be vital
to life saving situations in the case of several types of emergencies. Such situations could be tracking medical data, such as
heart rate and blood sugar. These vital pieces of information would be sent remotely, either to a hospital, care taker or children
of the elderly and could save valuable time in the process. Additionally with the use of mobile devices, this data could be sent
either as a text message or notification to one’s mobile phone, so the receiver could get this information instantaneously
and make sure help is on the way. Few other competitors offer such capabilities, and instead just offer location tracking. Additionally,
in the future, we plan to evolve our technology and offer even more monitoring services that could attract a whole new area of
clientele.
While
the competitors may be operating similar business models, we plan to build our competitive position in the industry through the
following ways:
|
●
|
build
out our Board of Directors and Executive management team with skilled and proficient professionals;
|
|
|
|
|
●
|
continue
to develop and acquire highly innovative technologies that can be considered of a disruptive nature to those conventional
technologies applied in the current marketplace
|
|
|
|
|
●
|
provide
a comprehensive range of environmental project and design consultative services;
|
|
|
|
|
●
|
provide
marketing and promotion services for the public awareness and reputation of sustainability initiatives.
|
However,
since we are a newly-established company, we face the same problems as other new companies starting up in an industry. Our competitors
may develop similar technologies to ours and use the same methods as we do and generally be able to respond more quickly to new
or emerging technologies and changes in legislation and regulations relating to the industry. Additionally, our competitors may
devote greater resources to the development, promotion and sale of their technologies or services than we do. Increased competition
could also result in loss of key personnel, reduced margins or loss of market share, any of which could harm our business.
Compliance
with Government Regulation
Once
we begin operations, we will be subject to a number of foreign and domestic laws and regulations that affect companies conducting
business on the Internet, many of which are still evolving and could be interpreted in ways that could harm our business. In the
United States and abroad, laws relating to the liability of providers of online services for activities of their users and other
third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts,
unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials
searched, the ads posted, or the content provided by users. Any court ruling or other governmental action that imposes liability
on providers of online services for the activities of their users and other third parties could harm our business. In addition,
rising concern about the use of data collection and GPS tracking technologies for illegal conduct, such as the unauthorized dissemination
of national security information, money laundering or supporting terrorist activities may in the future produce legislation or
other governmental action that could require changes to our products or services, restrict or impose additional costs upon the
conduct of our business or cause users to abandon material aspects of our service.
In
the area of information security and data protection, many states have passed laws requiring notification to users when there
is a security breach for personal data, such as the 2002 amendment to California’s Information Practices Act, or requiring
the adoption of minimum information security standards that are often vaguely defined and difficult to practically implement.
The costs of compliance with these laws may increase in the future as a result of changes in interpretation. Furthermore, any
failure on our part to comply with these laws may subject us to significant liabilities.
We
are also subject to federal, state, and foreign laws regarding privacy and protection of member data. We intend to post on our
website a privacy policy and user agreement, which will describe our practices concerning the use, transmission and disclosure
of member data. Any failure by us to comply with our posted privacy policy or privacy related laws and regulations could result
in proceedings against us by governmental authorities or others, which could harm our business. In addition, the interpretation
of privacy and data protection laws, and their application to the Internet is unclear, evolving and in a state of flux. There
is a risk that these laws may be interpreted and applied in conflicting ways from state to state, country to country, or region
to region, and in a manner that is not consistent with our current data protection practices, or that new regulations will be
enacted. Complying with these varying domestic and international requirements could cause us to incur additional costs and change
our business practices. Further, any failure by us to adequately protect our members’ privacy and data could result in a
loss of member confidence in our services and ultimately in a loss of members and customers, which could adversely affect our
business.
In
addition, because our services are accessible worldwide, certain foreign jurisdictions may claim that we are required to comply
with their laws, including in jurisdictions where we have no local entity, employees, or infrastructure.
We
do not believe that we are or will become subject to any environmental laws or regulations of the United States, Canada or Europe,
all locations of which we intend to operate in.
Research
and Development Expenditures
We
have not incurred any research and development expenditures since inception.
Subsidiaries
We
do not have any subsidiaries.
Intellectual
Property
We
do not currently own any intellectual property other than the contents of our website: www.myoculusinc.com.
LEGAL
PROCEEDINGS
There
are no pending legal proceedings to which Oculus is a party or in which any director, officer, or affiliate of Oculus, or any
owner of record or beneficially of more than 5% of any class of voting securities of Oculus, or any other security holder is a
party adverse to Oculus or has a material interest adverse to Oculus. Oculus’ property is not the subject of any pending
legal proceedings.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our
common stock is not traded on any exchange. Our stock is quoted on the OTC Pink Sheets, operated by OTC Markets, under the symbol
‘OCLL’. We do not currently have an active or visible trading market. We cannot predict whether an active market for
our common stock will ever develop in the future. In the absence of an active trading market:
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Investors
may have difficulty buying and selling or obtaining market quotations;
|
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●
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Market
visibility for shares of our Common Stock may be limited; and
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●
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A
lack of visibility for shares of our Common Stock may have a depressive effect on the market price for shares of our Common
Stock.
|
Our
Common Stock is quoted over-the-counter on a market operated by OTC Markets Group, Inc. These markets are relatively unorganized,
inter-dealer, over-the-counter markets that provide significantly less liquidity than NASDAQ or the NYSE MKT. No assurances can
be given that our Common Stock, even if quoted on such markets, will ever actively trade on such markets, much less a senior market
like NASDAQ or NYSE MKT. In this event, there would be a highly illiquid market for our Common Stock and you may be unable to
dispose of your Common Stock at desirable prices or at all. Moreover, there is a risk that our Common Stock could be delisted
from its current tier of the OTC Market, in which case our stock may be quoted on markets even more illiquid.
Holders
We
are registering 11,367,670 shares of our common stock under the
Securities Act of 1933
for sale by the selling securities
holders named in this prospectus. There are currently 39 holders of record of our common stock. We currently act as our own registrar
and transfer agent for our common shares.
Dividend
Policy
We
have not declared or paid any cash dividends since inception. We intend to retain future earnings, if any, for use in the operation
and expansion of our business and do not intend to pay any cash dividends in the foreseeable future. There are no restrictions
in our articles of incorporation or bylaws that prevent us from declaring dividends. The
Nevada Revised Statutes,
however,
do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
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we
would not be able to pay our debts as they become due in the usual course of business; or
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our
total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights
of stockholders who have preferential rights superior to those receiving the distribution.
|
Securities
Authorized for Issuance Under Equity Compensation Plans
We
have no long-term incentive plans.
Reports
to Security Holders
We
are not currently a reporting company, but upon effectiveness of the registration statement of which this prospectus forms a part,
we will be required to file reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended. These reports include
annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. You may obtain copies of these reports
from the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours
of 10 a.m. to 3 p.m. or on the SEC’s website, at www.sec.gov. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330.
FINANCIAL
STATEMENTS
Oculus
Inc.
For
the Three Months Ended July 31, 2016 and 2015
Oculus
Inc.
Balance
Sheets
(Unaudited)
|
|
July
31, 2016
|
|
|
April
30, 2016
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
736
|
|
|
$
|
736
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
736
|
|
|
$
|
736
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’
DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities
|
|
$
|
26,240
|
|
|
$
|
21,302
|
|
Loans payable
|
|
|
33,725
|
|
|
|
33,725
|
|
Due
to related party
|
|
|
1,531
|
|
|
|
1,531
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
61,496
|
|
|
|
56,558
|
|
|
|
|
|
|
|
|
|
|
Contingencies and Commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, 100,000,000 shares
authorized, $0.00001 par value; no shares issued and outstanding
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
Common stock, 200,000,000 shares authorized,
$0.00001 par value; 46,367,670 shares issued and outstanding
|
|
|
464
|
|
|
|
464
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
|
40,639
|
|
|
|
40,639
|
|
|
|
|
|
|
|
|
|
|
Accumulated deficit
|
|
|
(101,863
|
)
|
|
|
(96,925
|
)
|
|
|
|
|
|
|
|
|
|
Total Stockholders’
Deficit
|
|
|
(60,760
|
)
|
|
|
(55,822
|
)
|
|
|
|
|
|
|
|
|
|
Total Liabilities
and Stockholders’ Deficit
|
|
$
|
736
|
|
|
$
|
736
|
|
The
accompanying notes are an integral part of these financial statements.
Oculus
Inc.
Statements
of Operations
(Unaudited)
|
|
For the
|
|
|
For the
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
July
31, 2016
|
|
|
July
31, 2015
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative expenses
|
|
$
|
4,300
|
|
|
$
|
4,560
|
|
|
|
|
|
|
|
|
|
|
Total Operating
Expenses
|
|
|
(4,300
|
)
|
|
|
(4,560
|
)
|
|
|
|
|
|
|
|
|
|
Other expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(638
|
)
|
|
|
(39
|
)
|
Foreign
exchange loss
|
|
|
–
|
|
|
|
(840
|
)
|
|
|
|
|
|
|
|
|
|
Total other expense
|
|
|
(638
|
)
|
|
|
(879
|
)
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(4,938
|
)
|
|
$
|
(5,439
|
)
|
|
|
|
|
|
|
|
|
|
Net Loss Per
Common Share – Basic and Diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
Weighted Average
Common Shares Outstanding – Basic and Diluted
|
|
|
46,367,670
|
|
|
|
46,367,670
|
|
The
accompanying notes are an integral part of these financial statements.
Oculus
Inc.
Statements
of Cash Flows
(Unaudited)
|
|
For the
|
|
|
For the
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
July
31, 2016
|
|
|
July
31, 2015
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(4,938
|
)
|
|
$
|
(5,439
|
)
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile
net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
|
|
|
Prepaid expense
|
|
|
–
|
|
|
|
(1,581
|
)
|
Accounts
payable and accrued liabilities
|
|
|
4,938
|
|
|
|
(6,505
|
)
|
|
|
|
|
|
|
|
|
|
Net Cash Used
in Operating Activities
|
|
|
–
|
|
|
|
(13,525
|
)
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from loans payable
|
|
|
–
|
|
|
|
13,525
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided
by Financing Activities
|
|
|
–
|
|
|
|
13,525
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Cash
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
Cash - Beginning of Period
|
|
|
736
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
Cash - End of Period
|
|
$
|
736
|
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
|
Supplementary Information:
|
|
|
|
|
|
|
|
|
Interest
paid
|
|
$
|
–
|
|
|
$
|
–
|
|
Income
taxes paid
|
|
$
|
–
|
|
|
$
|
–
|
|
The
accompanying notes are an integral part of these financial statements.
Oculus
Inc.
Notes
to the Financial Statements
(Unaudited)
1.
|
Nature
of Business and Continuance of Operations
|
|
|
|
Oculus
Inc. (the “Company”) was incorporated in the State of Nevada on January 9, 2014. The Company is in the business
of selling and providing services for GPS Tracking Devices which will be marketed in the United States, Canada and Europe.
|
|
|
|
These
financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets
and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent
upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing
to continue operations, and the attainment of profitable operations. As at July 31, 2016, the Company has incurred losses
totalling $101,863 since inception, and has not yet generated any revenue from operations. These factors raise substantial
doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any
adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern. Management is currently pursuing a business strategy
which includes raising the necessary funds to finance the Company’s business activities and administrative expenses.
|
2.
|
Summary
of Significant Accounting Policies
|
|
a)
|
Basis
of Presentation
|
|
|
|
|
|
These
financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the
United States and are expressed in US dollars. The Company’s fiscal year end is April 30.
|
|
|
|
|
b)
|
Interim
Financial Statements
|
|
|
|
|
|
The
accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”),
and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s
April 30, 2016 report filed with the SEC on Form 10K. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim
periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative
of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the
disclosure contained in the audited financial statements for the most recent fiscal year end April 30, 2016, have been omitted.
|
|
|
|
|
c)
|
Use
of Estimates
|
|
|
|
|
|
The
preparation of financial statements in conformity with United States generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation
allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors
that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other
sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates.
To the extent there are material differences between the estimates and the actual results, future results of operations will
be affected.
|
|
|
|
|
d)
|
Foreign
Currency Translation
|
|
|
|
|
|
The
Company’s planned operations will be in the United States, Canada, Europe and Asia which results in exposure to market
risks from changes in foreign currency exchange rates. The financial risk is the risk to the Company’s operations that
arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does
not use derivative instruments to reduce its exposure to foreign currency risk. The Company’s functional currency for
all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated at historical rates and monetary
assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated
at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars
are included in current results of operations.
|
Oculus
Inc.
Notes
to the Financial Statements
(Unaudited)
|
e)
|
Cash
and Cash Equivalents
|
|
|
|
|
|
The
Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
|
|
|
|
|
f)
|
Income
Taxes
|
|
|
|
|
|
Deferred
tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial
reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets
and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are
expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed
more likely than not to be realized.
|
|
|
|
|
g)
|
Revenue
Recognition
|
|
|
|
|
|
Sales
will be recorded when products are shipped or services are provided to customers. Provisions for discounts and rebates to
customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are
recorded. No provision for discounts or rebates to customers, estimated returns and allowances or other adjustments have been
recognized since inception. The Company has not made any sales as at July 31, 2016.
|
|
|
|
|
h)
|
Financial
Instruments
|
|
|
|
|
|
The
Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, loans payable,
and due to related party. Pursuant to ASC 820,
Fair Value Measurements and Disclosures
and ASC 825,
Financial Instruments
the fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist
of quoted prices in active markets for identical assets.
|
|
|
|
|
i)
|
Earnings
(Loss) Per Common Share
|
|
|
|
|
|
Basic
EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number
of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing
Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
At July 31, 2016, the Company has no potentially dilutive securities outstanding.
|
|
|
|
|
j)
|
Stock-Based
Compensation
|
|
|
|
|
|
Compensation
costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date,
and expensed over the expected vesting period. ASC 718 requires excess tax benefits be reported as a financing cash inflow
rather than as a reduction of taxes paid. The Company did not grant any stock options during the three months ended July 31,
2016.
|
|
|
|
|
k)
|
Recent
Accounting Pronouncements
|
|
|
|
|
|
The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements
and does not believe that there are any other new accounting pronouncements that have been issued that might have a material
impact on its financial position or results of operations.
|
|
|
|
|
l)
|
Subsequent
Events
|
|
|
|
|
|
The
Company evaluates subsequent events through the date when financial statements are issued for disclosure consideration.
|
|
On
March 15, 2015, the Company entered into a loan agreement in which the note holder agreed to provide a loan to the Company
in the principal amount of up to $25,000. The loan is unsecured, bears interest at 7.5% per annum and payable on April 15,
2016. On April 15, 2016, the loan was amended to increase the principal amount to up to $45,000 and extend the payable date
to October 31, 2016. As at July 31, 2016, the note holder has provided $33,725 (April 30, 2016 - $33,725) to the Company pursuant
to the loan agreement. As at July 31, 2016, the Company recorded $1,789 (April 30, 2016 - $1,151) of interest payable.
|
Oculus
Inc.
Notes
to the Financial Statements
(Unaudited)
|
As
at July 31, 2016, the Company owes the President of the Company $1,531 (April 30, 2016 - $1,531) for general and administrative
expenditures paid on behalf of the Company. The amount owed is unsecured, non-interest bearing, and has no specified repayment
terms.
|
|
The
Company’s authorized capital consisted of 200,000,000 shares of common stock with a par value of $0.00001 per share
and 100,000,000 shares of preferred stock with a par value of $0.00001 per share.
|
|
|
|
There
were no share transactions during the three months ended July 31, 2016.
|
Oculus
Inc.
For
the Years Ended April 30, 2016 and 2015
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and
Stockholders
of Oculus, Inc.
St.
Ann, Jamaica
We
have audited the accompanying balance sheets of Oculus, Inc. as of April 30, 2016 and 2015, and the related statements of operations,
changes in stockholders’ equity (deficit) and cash flows for each of the years then ended. Oculus, Inc’s management
is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based
on our audits.
We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oculus,
Inc. as of April 30, 2016 and 2015, and the results of its operations and its cash flows for each of the years then ended in conformity
with accounting principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that Oculus, Inc. will continue as a going concern. As discussed
in Note 1 to the financial statements, Oculus, Inc. suffered recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters
are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.
/s/
GBH CPAs, PC
GBH
CPAs, PC
www.gbhcpas.com
Houston,
Texas
August
15, 2016
Oculus
Inc.
Balance
Sheets
|
|
April
30, 2016
|
|
|
April
30, 2015
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
736
|
|
|
$
|
–
|
|
Inventory
|
|
|
–
|
|
|
|
3,026
|
|
Prepaid
expense
|
|
|
–
|
|
|
|
218
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
736
|
|
|
$
|
3,244
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’
DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities
|
|
$
|
21,302
|
|
|
$
|
8,674
|
|
Loans payable
|
|
|
33,725
|
|
|
|
1,250
|
|
Due
to related party
|
|
|
1,531
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
56,558
|
|
|
|
9,924
|
|
|
|
|
|
|
|
|
|
|
Contingencies and Commitments Stockholders’
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, 100,000,000 shares
authorized, $0.00001 par value; no shares issued and outstanding
|
|
|
–
|
|
|
|
–
|
|
Common stock, 200,000,000 shares
authorized, $0.00001 par value; 46,367,670 shares issued and outstanding
|
|
|
464
|
|
|
|
464
|
|
Additional paid-in capital
|
|
|
40,639
|
|
|
|
40,639
|
|
Accumulated deficit
|
|
|
(96,925
|
)
|
|
|
(47,783
|
)
|
|
|
|
|
|
|
|
|
|
Total Stockholders’
Equity (Deficit)
|
|
|
(55,822
|
)
|
|
|
(6,680
|
)
|
|
|
|
|
|
|
|
|
|
Total Liabilities
and Stockholders’ Deficit
|
|
$
|
736
|
|
|
$
|
3,244
|
|
The
accompanying notes are an integral part of these financial statements
Oculus
Inc.
Statements
of Operations
|
|
For the
|
|
|
For the
|
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
April
30, 2016
|
|
|
April
30, 2015
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative expenses
|
|
|
44,018
|
|
|
|
45,799
|
|
Inventory
write-off
|
|
|
3,026
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total Operating
Expenses
|
|
|
(47,044
|
)
|
|
|
(45,799
|
)
|
|
|
|
|
|
|
|
|
|
Other expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(1,226
|
)
|
|
|
(9
|
)
|
Foreign exchange
loss
|
|
|
(872
|
)
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
Total other expense
|
|
|
(2,098
|
)
|
|
|
(9
|
)
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(49,142
|
)
|
|
$
|
(45,808
|
)
|
|
|
|
|
|
|
|
|
|
Net Loss Per
Common Share – Basic and Diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
Weighted Average
Common Shares Outstanding – Basic and Diluted
|
|
|
46,367,670
|
|
|
|
46,367,670
|
|
The
accompanying notes are an integral part of these financial statements
Oculus
Inc.
Statements
of Stockholders’ Deficit
For
the Years Ended April 30, 2016 and 2015
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
|
|
|
Paid-in
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – April 30, 2014
|
|
|
46,367,670
|
|
|
$
|
464
|
|
|
$
|
40,639
|
|
|
$
|
(1,975
|
)
|
|
$
|
39,128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(45,808
|
)
|
|
|
(45,808
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – April 30, 2015
|
|
|
46,367,670
|
|
|
$
|
464
|
|
|
$
|
40,639
|
|
|
$
|
(47,783
|
)
|
|
$
|
(6,680
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(49,142
|
)
|
|
|
(49,142
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – April 30, 2016
|
|
|
46,367,670
|
|
|
$
|
464
|
|
|
$
|
40,639
|
|
|
$
|
(96,925
|
)
|
|
$
|
(55,822
|
)
|
The
accompanying notes are an integral part of these financial statements
Oculus
Inc.
Statements
of Cash Flows
|
|
For the
|
|
|
For the
|
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
April
30, 2016
|
|
|
April
30, 2015
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(49,142
|
)
|
|
$
|
(45,808
|
)
|
Adjustments to reconcile
net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Inventory write
down
|
|
|
3,026
|
|
|
|
-
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
|
|
|
Inventory
|
|
|
-
|
|
|
|
(3,026
|
)
|
Prepaid expense
|
|
|
218
|
|
|
|
(218
|
)
|
Accounts
payable and accrued liabilities
|
|
|
12,628
|
|
|
|
7,438
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used
In Operating Activities
|
|
|
(33,270
|
)
|
|
|
(41,614
|
)
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to related party
|
|
|
1,531
|
|
|
|
–
|
|
Proceeds
from loans payable
|
|
|
32,475
|
|
|
|
1,250
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided
by Financing Activities
|
|
|
34,006
|
|
|
|
1,250
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Cash
|
|
|
736
|
|
|
|
(40,364
|
)
|
|
|
|
|
|
|
|
|
|
Cash - Beginning
of Year
|
|
|
–
|
|
|
|
40,364
|
|
|
|
|
|
|
|
|
|
|
Cash - End of
Year
|
|
$
|
736
|
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
|
Supplementary Information:
|
|
|
|
|
|
|
|
|
Interest
paid
|
|
$
|
–
|
|
|
$
|
–
|
|
Income
taxes paid
|
|
$
|
–
|
|
|
$
|
–
|
|
The
accompanying notes are an integral part of these financial statements
Oculus
Inc.
Notes
to the Financial Statements
1.
|
Nature
of Business and Continuance of Operations
|
|
|
|
Oculus
Inc. (the “Company”) was incorporated in the State of Nevada on January 9, 2014. The Company is in the business
of selling and providing services for GPS Tracking Devices which will be marketed in the United States, Canada and Europe.
|
|
|
|
These
financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets
and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent
upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing
to continue operations, and the attainment of profitable operations. As at April 30, 2016, the Company has incurred losses
totaling $96,925 since inception, and has not yet generated any revenue from operations. These factors raise substantial doubt
regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments
to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern. Management is currently pursuing a business strategy which includes
raising the necessary funds to finance the Company’s business activities and administrative expenses.
|
|
|
2.
|
Summary
of Significant Accounting Policies
|
|
a)
|
Basis
of Presentation
|
|
|
|
|
|
These
financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the
United States and are expressed in US dollars. The Company’s fiscal year end is April 30.
|
|
|
|
|
b)
|
Use
of Estimates
|
|
|
|
|
|
The
preparation of financial statements in conformity with United States generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation
allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors
that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other
sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates.
To the extent there are material differences between the estimates and the actual results, future results of operations will
be affected.
|
|
|
|
|
c)
|
Foreign
Currency Translation
|
|
|
|
|
|
The
Company’s planned operations will be in the United States, Canada, Europe and Asia which results in exposure to market
risks from changes in foreign currency exchange rates. The financial risk is the risk to the Company’s operations that
arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does
not use derivative instruments to reduce its exposure to foreign currency risk. The Company’s functional currency for
all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated at historical rates and monetary
assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated
at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars
are included in current results of operations.
|
|
|
|
|
d)
|
Cash
and Cash Equivalents
|
|
|
|
|
|
The
Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
|
Oculus
Inc.
Notes
to the Financial Statements
|
e)
|
Inventory
|
|
|
|
|
|
Inventory
is stated at the lower of cost or market. At April 30, 2016, the Company wrote off inventory balance as no units had been
sold.
|
|
|
|
|
f)
|
Income
Taxes
|
|
|
|
|
|
Deferred
tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial
reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets
and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are
expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed
more likely than not to be realized.
|
|
|
|
|
g)
|
Revenue
Recognition
|
|
|
|
|
|
Sales
will be recorded when products are shipped or services are provided to customers. Provisions for discounts and rebates to
customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are
recorded. No provision for discounts or rebates to customers, estimated returns and allowances or other adjustments have been
recognized since inception. The Company has not made any sales as at April 30, 2016.
|
|
|
|
|
h)
|
Financial
Instruments
|
|
|
The
Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received
to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement
date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements)
and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
|
|
|
|
|
●
|
Level
1, defined as observable inputs such as quoted prices for identical instruments in active markets;
|
|
|
|
|
●
|
Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as
quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that
are not active; and
|
|
|
|
|
●
|
Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own
assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value
drivers are unobservable.
|
|
|
|
|
i)
|
Earnings
(Loss) Per Common Share
|
|
|
|
|
|
Basic
EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number
of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing
Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
At April 30, 2016, the Company has no potentially dilutive securities outstanding.
|
|
|
|
|
j)
|
Stock-Based
Compensation
|
|
|
|
|
|
Compensation
costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date,
and expensed over the expected vesting period. ASC 718 requires excess tax benefits be reported as a financing cash inflow
rather than as a reduction of taxes paid. The Company did not grant any stock options during the year ended April 30, 2016.
|
|
|
|
|
k)
|
Recent
Accounting Pronouncements
|
|
|
|
|
|
The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements
and does not believe that there are any other new accounting pronouncements that have been issued that might have a material
impact on its financial position or results of operations.
|
Oculus
Inc.
Notes
to the Financial Statements
|
l)
|
Subsequent
Events
|
|
|
|
|
|
The
Company evaluates subsequent events through the date when financial statements are issued for disclosure consideration.
|
3.
|
Loans
Payable
|
|
|
|
On
March 15, 2015, the Company entered into a loan agreement in which the note holder agreed to provide a loan to the Company
in the principal amount of up to $25,000. The loan is unsecured, bears interest at 7.5% per annum and payable on April 15,
2016. On April 15, 2016, the loan was amended to increase the principal amount to up to $45,000 and extend the payable date
to October 31, 2016. As at April 30, 2016, the note holder has provided $33,725, as of April 30, 2015, $1,250 to the Company
pursuant to the loan agreement. As at April 30, 2016, the Company recorded $1,151 and as of April 30, 2015, $9 of interest
payable.
|
|
|
4.
|
Due
To Related Party
|
|
|
|
As
at April 30, 2016, the Company owes the President of the Company $1,531 and as of April 30, 2015 $0 for general and administrative
expenditures paid on behalf of the Company. The amount owed is unsecured, non-interest bearing, and has no specified repayment
terms.
|
|
|
5.
|
Income
Taxes
|
|
|
|
The
Company is subject to United States federal and state income taxes at an approximate rate of 35%. The reconciliation of the
provision for income taxes at the United States federal and state statutory rate compared to the Company’s income tax
expense as reported is as follows:
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
Income tax benefit computed
at the statutory rate
|
|
$
|
17,200
|
|
|
$
|
16,033
|
|
Change in valuation
allowance
|
|
|
(17,200
|
)
|
|
|
(16,033
|
)
|
|
|
|
|
|
|
|
|
|
Provision for
income taxes
|
|
$
|
–
|
|
|
$
|
–
|
|
Significant
components of the Company’s deferred tax assets and liabilities after applying enacted corporate income tax rates, are as
follows:
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
Deferred income tax assets
|
|
|
|
|
|
|
|
|
Net
operating losses
|
|
$
|
33,924
|
|
|
$
|
16,724
|
|
Valuation
allowance
|
|
|
(33,924
|
)
|
|
|
(16,724
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred
income tax assets
|
|
$
|
–
|
|
|
$
|
–
|
|
The
Company has net operating loss carryforwards of $96,925 which expire commencing in 2034
6.
|
Stockholders’
Equity
|
|
|
|
The
Company’s authorized capital consisted of 200,000,000 shares of common stock with a par value of $0.00001 per share
and 100,000,000 shares of preferred stock with a par value of $0.00001 per share.
|
|
|
|
There
were no equity transactions during the years ended April 30, 2016 and 2015.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
The
following discussion is intended to assist you in understanding our business and results of operations together with the Company’s
present financial condition. This section should be read in conjunction with our historical combined and consolidated financial
data included elsewhere in this Memorandum. Statements in the Company’s discussion may be forward-looking statements. These
forward-looking statements involve risks and uncertainties. The Company cautions that a number of factors could cause future production,
revenues and expenses to differ materially from our expectations. Please see “Cautionary Note Regarding Forward-Looking
Statements.”
Forward
Looking Statements
This
Prospectus contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking
statements” for the purposes of this Prospectus, including any projections of earnings, revenues, or other financial items;
any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed
new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief;
and any statements of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks
and uncertainties and actual results could differ materially from those anticipated by the forward-looking statements.
Results
of Operations
We
have not generated any revenues from our operations since inception.
Our
operating expenses for the three-month periods ended July 31, 2016 and 2015 are outlined in the table below:
|
|
For
the Three Months Ended
|
|
|
|
July
31, 2016
|
|
|
July
31, 2015
|
|
General and administrative
expenses
|
|
$
|
4,300
|
|
|
$
|
4,560
|
|
Net loss
|
|
$
|
(4,938
|
)
|
|
$
|
(5,439
|
)
|
Operating expenses for the three-months ended
July 31, 2016 and 2015 were $4,300 and $4,560, respectively. Our net losses for the three month periods ended July 31, 2016 and
2015 were $4,938 and $5,439, respectively.
The
following summary of our results of operations should be read in conjunction with our audited financial statements for the years
ended April 30, 2015 and 2016.
Our
operating results for the years ended April 30, 2015 and 2016 are summarized as follows:
|
|
Year
Ended
April 30, 2015
|
|
|
Year
Ended
April
30, 2016
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
-
|
|
|
$
|
-
|
|
Operating expenses
|
|
$
|
(45,799
|
)
|
|
$
|
(47,044
|
)
|
Other expense
|
|
$
|
(9
|
)
|
|
$
|
(2,098
|
)
|
Net loss
|
|
$
|
(45,808
|
)
|
|
$
|
(49,142
|
)
|
Our
net loss for the year ended April 30, 2015 was $45,808 compared to a net loss of $49,142 during the year ended April 30, 2016.
The increase in expenses was primarily attributable to a $3,026 write-down on inventories during the year ended April 30, 2016.
Liquidity
and Capital Resources
Working
Capital
|
|
As
at
|
|
|
As
at
|
|
|
As
at
|
|
|
|
July
31, 2016
|
|
|
April
30, 2016
|
|
|
April
30, 2015
|
|
Current
Assets
|
|
$
|
736
|
|
|
$
|
736
|
|
|
$
|
3,244
|
|
Current Liabilities
|
|
|
61,496
|
|
|
|
56,558
|
|
|
|
9,924
|
|
Working Capital
Deficit
|
|
$
|
(60,760
|
)
|
|
$
|
(55,822
|
)
|
|
$
|
(6,680
|
)
|
Our
current assets, as of April 30, 2015, were $3,244 as compared to current assets of $736 as of April 30, 2016 and July 31, 2016.
The decrease was primarily attributable to a $3,026 write-down on inventories during the year ended April 30, 2016. As of April
30, 2015, we had a working capital deficit of $6,680 compared to working deficit of $55,822 as of April 30, 2016 and $60,760 as
of July 31, 2016.
Cash
Flows
|
|
For
the Three Months Ended
|
|
|
|
July
31, 2016
|
|
|
July
31, 2015
|
|
Net cash used in operating
activities
|
|
$
|
-
|
|
|
$
|
(13,525
|
)
|
Net cash used in investing activities
|
|
|
-
|
|
|
|
-
|
|
Net cash provided
by financing activities
|
|
|
-
|
|
|
|
13,525
|
|
Net decrease
in cash
|
|
$
|
-
|
|
|
$
|
-
|
|
Operating
Activities
We
spent no cash on operating activities during the three months ended July 31, 2016 compared to $13,525 during the three months
ended July 31, 2015 which we financed through a loan from a third party.
As
of July 31, 2016, we had a working capital deficit of $60,760 and $736 in current assets compared to a working capital deficit
of $55,822 and $736 in current assets as of April 30, 2016.
|
|
Year
Ended
April 30, 2015
|
|
|
Year
Ended
April 30, 2016
|
|
|
|
|
|
|
|
|
Net Cash Used in Operating
Activities
|
|
$
|
(41,614
|
)
|
|
$
|
(33,270
|
)
|
Net Cash Provided by Investing Activities
|
|
$
|
-
|
|
|
$
|
-
|
|
Net Cash Provided
by Financing Activities
|
|
$
|
1,250
|
|
|
$
|
34,006
|
|
Increase (Decrease)
in Cash and Cash Equivalents During the Period
|
|
$
|
(40,364
|
)
|
|
$
|
736
|
|
Operating
Activities
Cash
used in operating activities was $41,614 for the fiscal year ended April 30, 2015 compared to $33,270 for the fiscal year ended
April 30, 2016. The decrease in cash used in operating activities was primarily due to a decrease in operational activity.
Financing
Activities
Cash
provided from financing activities was $1,250 for the fiscal year ended April 30, 2015 compared to $34,006 for the fiscal year
ended April 30, 2016. The cash provided during fiscal 2015 and 2016 was entirely from loans.
Our
cash balance at April 30, 2015 was $0 and at April 30, 2016 was $736.
Going
Concern
The
financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will
continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has
not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings
in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial
support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives,
and the attainment of profitable operations. As at April 30, 2016, our company has an accumulated deficit of $96,925 since inception.
We do not have sufficient working capital to enable us to carry out our plan of operation for the next twelve months.
Due
to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above in their report
on the financial statements for the year ended April 30, 2015, our independent auditors included an explanatory paragraph regarding
concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing
the circumstances that lead to this disclosure by our independent auditors.
The
continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities
by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans,
assuming those loans would be available, will increase our liabilities and future cash commitments.
Plan
of Operation
Estimated
Expenses For the Next Twelve Months
Months
1-3
Purchase of product
|
|
$
|
30,000
|
|
Website Development
|
|
$
|
5,000
|
|
Marketing
|
|
$
|
10,000
|
|
General and administrative
|
|
$
|
10,000
|
|
Total
|
|
$
|
55,000
|
|
Months
4-8
Purchase of product
|
|
$
|
50,000
|
|
Website Development
|
|
$
|
-
|
|
Marketing
|
|
$
|
30,000
|
|
General and administrative
|
|
$
|
10,000
|
|
Total
|
|
$
|
90,000
|
|
Months
9-12
Purchase of product
|
|
$
|
60,000
|
|
Website Development
|
|
$
|
-
|
|
Marketing
|
|
$
|
40,000
|
|
General and administrative
|
|
$
|
10,000
|
|
Total
|
|
$
|
110,000
|
|
In
order to fully carry out our business plan, we need additional financing of approximately $255,000 for the next 12 months, but
have been unable to raise additional capital at this time. If we are not able to raise any more funds, to develop our business
plan, we may not be able to do so, or even keep in compliance with our reporting obligations. In order to improve our liquidity,
we intend to pursue additional equity financing from private placement sales of our equity securities or shareholders’ loans.
We do not presently have sufficient financing to undertake our planned business activities. Issuances of additional shares will
result in dilution to our existing shareholders.
We
currently do not have any arrangements in place for the completion of any further private placement financings and there is no
assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary
additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses
in order to be within the amount of capital resources that are available to us.
Purchase
of Significant Equipment
We
do not anticipate the purchase or sale of any plant or significant equipment during the next 12 months.
Off-Balance
Sheet Arrangements
We
do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to investors.
Critical
Accounting Policies
The
financial statements and the related notes of our company are prepared in accordance with generally accepted accounting principles
in the United States and are expressed in US dollars.
Use
of Estimates
The
preparation of financial statements in conformity with United States generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The
Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes
to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of
assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results
experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material
differences between the estimates and the actual results, future results of operations will be affected.
Foreign
Currency Translation
The
Company’s planned operations will be in the United States, Canada, Europe and Asia which results in exposure to market risks
from changes in foreign currency exchange rates. The financial risk is the risk to the Company’s operations that arise from
fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative
instruments to reduce its exposure to foreign currency risk. The Company’s functional currency for all operations worldwide
is the U.S. dollar. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities
are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the
year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results
of operations.
Recent
Accounting Pronouncements
The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and
does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact
on its financial position or results of operations.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There
have been no changes in or disagreements with accountants on accounting or financial disclosure matters.
DIRECTORS
AND EXECUTIVE OFFICERS
All
directors of our company hold office until the next annual meeting of the security holders or until their successors have been
elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death,
resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are
as follows:
Name
|
|
Position
Held with the Company
|
|
Age
|
|
Date
First Elected or Appointed
|
|
|
|
|
|
|
|
Leon
Henry
|
|
President,
Chief Executive
Officer, Chief Financial
Officer, Treasurer and
Director
|
|
50
|
|
January
9, 2014
|
Business
Experience
The
following is a brief account of the education and business experience during at least the past five years of our director and
executive officer, indicating his principal occupation during that period, and the name and principal business of the organization
in which such occupation and employment were carried out.
Leon
Henry - President, Chief Executive and Financial Officer and Director
Mr.
Henry has been our president, chief executive officer, and director since our inception. He completed his education in Computer
Technology from the Northern Caribbean University in 1994. From 1993 to 1996 Mr. Henry was an Information Technology Teaching
Assistant at the Steer Town Junior High School. As a teaching assistant he was responsible to creating and updating teaching plans,
introducing new technologies and concepts as well as managing the student body and evaluating their performance. In 1999, Mr.
Henry established an internet café which he still currently operates.
Mr.
Henry is qualified to act as our director due to his extensive experience with and knowledge of operating his own business and
the technology industry.
Involvement
in Certain Legal Proceedings
To
the best of our knowledge, our sole director and executive officer has not, during the past ten years:
1.
|
been
convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other
minor offences);
|
|
|
2.
|
had
any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or
business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or
within two years prior to that time;
|
|
|
3.
|
been
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction
or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement
in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities,
or to be associated with persons engaged in any such activity;
|
|
|
4.
|
been
found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
|
|
|
5.
|
been
the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an
alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial
institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement
or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
6.
|
been
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined
in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons associated with a member.
|
Other
Directorships
Except
as indicated above, our sole director holds any other directorships in any company with a class of securities registered pursuant
to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an
investment company under the Investment Company Act of 1940.
Board
of Directors and Director Nominees
The
Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates
have been adopted. Unless otherwise determined, at any time not less than 90 days prior to the next annual Board meeting at which
a slate of director nominees is adopted, the Board will accept written submissions from proposed nominees that include the name,
address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director;
and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best
interests of our security holders. If the proposed nominee is not the same person as the security holder submitting the name of
the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the
time of submission. The letter should be accompanied by a résumé supporting the nominee’s qualifications to
serve on the Board, as well as a list of references.
The
Board identifies director nominees through a combination of referrals from different people, including management, existing Board
members and security holders. Once a candidate has been identified, the Board reviews the individual’s experience and background
and may discuss the proposed nominee with the source of the recommendation. If the Board believes it to be appropriate, Board
members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member
of the slate of director nominees submitted to security holders for election to the Board.
Some
of the factors which the Board considers when evaluating proposed nominees include their knowledge of and experience in business
matters, finance, capital markets and mergers and acquisitions. The Board may request additional information from each candidate
prior to reaching a determination, and it is under no obligation to formally respond to all recommendations, although as a matter
of practice, it will endeavor to do so.
Conflicts
of Interest
Our
director is not obligated to commit their full time and attention to our business and, accordingly, he may encounter a conflict
of interest in allocating his time between our operations and those of other businesses. In the course of his other business activities,
he may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other
entities to which they owe a fiduciary duty. As a result, he may have conflicts of interest in determining to which entity a particular
business opportunity should be presented. He may also in the future become affiliated with entities, engaged in business activities
similar to those we intend to conduct.
In
general, officers and directors of a corporation are required to present business opportunities to a corporation if:
|
●
|
the
corporation could financially undertake the opportunity;
|
|
|
|
|
●
|
the
opportunity is within the corporation’s line of business; and
|
|
|
|
|
●
|
it
would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.
|
We
plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest
and prohibits those persons from engaging in such transactions without our consent.
Audit
Committee
We
do not have an audit committee.
Code
of Ethics
We
have not adopted a code of ethics that applies to our officers, directors and employees. When we do adopt a code of ethics, we
will disclose it in a current report on Form 8-K.
EXECUTIVE
COMPENSATION
General
The
particulars of the compensation paid to the following persons:
|
●
|
our
principal executive officer;
|
|
|
|
|
●
|
each
of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended
April 30, 2015 and April 30, 2016; and
|
|
|
|
|
●
|
up
to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual
was not serving as our executive officer at the end of the years ended April 30, 2015 and April 30, 2016,
|
whom
we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation
table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose
total compensation did not exceed $100,000 for the respective fiscal year.
Summary
Compensation Table (1)
Name and Principal Position
|
|
|
Year
|
|
|
|
Salary
(S)
|
|
|
|
Total
($)
|
|
(a)
|
|
|
(b)
|
|
|
|
(c)
|
|
|
|
(j)
|
|
Leon Henry
|
|
|
2016
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
2015
|
|
|
|
-
|
|
|
|
-
|
|
We
have omitted certain columns in the summary compensation table pursuant to Item 402(a)(5) of Regulation S-K as no compensation
was awarded to, earned by, or paid to any of the executive officers or directors required to be reported in that table or column
in any fiscal year covered by that table.
Options
Grants During the Last Fiscal Year / Stock Option Plans
We
do not currently have a stock option plan in favor of any director, officer, consultant or employee of our company. No individual
grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been
made to any executive officer or director during the last fiscal year; accordingly, no stock options have been granted or exercised
by any of the officers or directors during our last fiscal year.
Aggregated
Options Exercises in Last Fiscal Year
No
individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs
have been made to any executive officer or any director during our last fiscal year; accordingly, no stock options have been granted
or exercised by any of the officers or directors since during our last fiscal year.
Long-Term
Incentive Plans and Awards
We
do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual
grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any
director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or
agreements have been granted or entered into or exercised by any of the officers or directors or employees or consultants since
we were founded.
Compensation
of Directors
The
members of the Board of Directors are not compensated by our company for acting as such. Directors are reimbursed for reasonable
out-of-pocket expenses incurred. There are no arrangements pursuant to which directors are or will be compensated in the future
for any services provided as a director.
We
do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors
are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
Employment
Contracts, Termination of Employment, Change-in-Control Arrangements
There
are no employment contracts or other contracts or arrangements with our officers or directors other than those disclosed in this
report. There are no compensation plans or arrangements, including payments to be made by our company, with respect to the officers,
directors, employees or consultants of our company that would result from the resignation, retirement or any other termination
of such directors, officers, employees or consultants. There are no arrangements for directors, officers or employees that would
result from a change in control.
Indebtedness
of Directors, Senior Officers, Executive Officers and Other Management
None
of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has
been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding
currently outstanding.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of August 26, 2016, certain information with respect to the beneficial ownership of our common
stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current
directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock.
Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
Name and Address of Beneficial Owner
|
|
Amount and Nature
of Beneficial
Ownership
|
|
|
Percentage
of
Class%
(1)
|
|
Leon Henry
1451 W Cypress Creek Road, Suite 300, Ft.
Lauderdale, FL 33309, United States.
|
|
|
35,000,000
|
|
|
|
75.5
|
%
|
Directors
and Executive Officers as a Group
(1)
|
|
|
35,000,000
|
|
|
|
75.5
|
%
|
All 5%+ Shareholders as a Group
|
|
|
0
(NONE)
|
|
|
|
0
(NONE)
|
|
|
(1)
|
Under
Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly,
through any contract, arrangement, understanding, relationship, or otherwise has or shares:
(i) voting power, which includes the power to vote, or to direct the voting of shares;
and (ii) investment power, which includes the power to dispose or direct the disposition
of shares. Certain shares may be deemed to be beneficially owned by more than one person
(if, for example, persons share the power to vote or the power to dispose of the shares).
In addition, shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an option) within 60 days
of the date as of which the information is provided. In computing the percentage ownership
of any person, the amount of shares outstanding is deemed to include the amount of shares
beneficially owned by such person (and only such person) by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any person as shown in this
table does not necessarily reflect the person’s actual ownership or voting power
with respect to the number of shares of common stock actually outstanding on November
29, 2016. As of November 29, 2016, there were 46,367,670 shares of our company’s
common stock issued and outstanding.
|
Change
in Control
We
are not aware of any arrangement that might result in a change in control of our company in the future.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Except
as disclosed below, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of
$120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years in which any of
our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any
of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.
On
January 9, 2014, 35,000,000 shares of common stock were issued to our sole director and officer at $0.0002 per share for proceeds
of $7,000.
Director
Independence
We
currently act with one director. We have determined that we do not have a director that would qualify as an “independent
director” as defined by Nasdaq Marketplace Rule 4200(a)(15).
We
do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities.
We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to
have a standing audit, compensation or nominating committee because we believe that the functions of such committees can be adequately
performed by the board of directors. Additionally, we believe that retaining an independent director who would qualify as an “audit
committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early
stages of our development.
LEGAL
MATTERS
No
expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion
upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering
of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with
the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director,
officer, or employee.
McMurdo
Law Group, LLC, 28 West 44
th
St., 16
th
Floor, New York, NY 10036 will pass on the validity of the common
stock being offered pursuant to this registration statement.
EXPERTS
Our
audited financial statements as of and for the years ended April 30, 2015 and 2016 appearing in this prospectus and registration
statement have been audited by GBH CPAs, PC, an independent registered public accounting firm, as set forth in their report thereon
appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given on the authority
of such firm as experts in accounting and auditing.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION OF SECURITIES ACT LIABILITIES
Our
Bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law.
The
general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making us responsible
for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their
conduct in such capacity, provided they did not engage in fraud or criminal activity.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or control persons
pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
DEALER
PROSPECTUS DELIVERY OBLIGATION
Until
a date, which is 90 days after the date of this prospectus, all dealers that effect transactions in these securities whether or
not participating in this offering, may be required to deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.
PART
II—INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
Our
estimated expenses in connection with the issuance and distribution of the securities being registered in this Prospectus are
as follows:
Commission filing fee
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$
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8
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Legal fees and expenses
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5,000
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Accounting fees and expenses
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15,000
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Miscellaneous
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122
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Total
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$
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20,130
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INDEMNIFICATION
OF DIRECTORS AND OFFICERS
Section
78.138 of the NRS provides for immunity of directors from monetary liability, except in certain enumerated circumstances, as follows:
“Except
as otherwise provided in NRS 35.230, 90.660, 91.250, 452.200, 452.270, 668.045 and 694A.030, or unless the Articles of Incorporation
or an amendment thereto, in each case filed on or after October 1, 2003, provide for greater individual liability, a director
or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act
or failure to act in his capacity as a director or officer unless it is proven that:
(a)
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his
act or failure to act constituted a breach of his fiduciary duties as a director or officer; and
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(b)
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his
breach of those duties involved intentional misconduct, fraud or a knowing violation of law.”
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Section
78.5702 of the NRS provides as follows:
1.
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A
corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or
in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:
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(a)
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is
not liable pursuant to NRS 78.138; or
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(b)
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acted
in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
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2.
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A
corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection
with the defense or settlement of the action or suit if he:
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(a)
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is
not liable pursuant to NRS 78.138; or
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(b)
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acted
in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.
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To
the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the
corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in
connection with the defense.
Our
Bylaws
Our
bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law.
The
general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making us responsible
for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their
conduct in such capacity, provided they did not engage in fraud or criminal activity.
Exhibits
Exhibit
Number
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Exhibit
Description
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3.1
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Articles
of Incorporation (Previously included as an exhibit to our Registration Statement on Form S-1 filed on August 12, 2014)
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3.3
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Bylaws
(Previously included as an exhibit to our Registration Statement on Form S-1 filed on August 12, 2014)
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5.1
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Legal
Opinion
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10.1
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Supply
Agreement with Shenzhen Coban Electronics co., Ltd entered into on June 20, 2014 (Previously included as an exhibit to our
Registration Statement on Form S-1 filed on October 4, 2014)
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23.1
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Consent
of GBH CPAs, PC
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23.2
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Consent
of Legal Counsel (incorporated in Exhibit 5.1)
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UNDERTAKINGS
The
registrant hereby undertakes:
1. To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i. To
include any prospectus required by section 10(a) (3) of the Securities Act;
ii. To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
iii. To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
2. That
for the purpose of determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
3. To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering; and
4. That,
for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
i. Any
preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;
ii. Any
free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;
iii. The
portion of any other free writing prospectus relating to the offering containing material information about the registrant or
its securities provided by or on behalf of the registrant; and
iv. Any
other communication that is an offer in the offering made by the registrant to the purchaser.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In
the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defence of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date
of first use.
Signatures
Pursuant
to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, on November 30, 2016.
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OCULUS
INC.
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By:
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/s/
Leon Henry
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Leon
Henry
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President,
Chief Executive Officer, Chief Financial Officer, Treasurer and Director
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(Principal
Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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In
accordance with the requirements of the Securities Act, this registration statement has been signed by the following persons in
the capacities and on the dates stated.
SIGNATURES
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TITLE
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DATE
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/s/
Leon Henry
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President,
Chief Executive Officer, Chief Financial Officer,
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November
30, 2016
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Leon
Henry
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Treasurer
and Director (Principal Executive Officer,
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Principal
Financial Officer and Principal Accounting Officer)
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