UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
(Mark
One)
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.
FOR
THE QUARTERLY PERIOD ENDED MARCH 31, 2015
or
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number: 333-105778
MOPALS.COM,
INC.
(Exact
name of registrant as specified in its charter)
DELAWARE |
|
05-0554486 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
109
Atlantic Avenue, Suite 308
Toronto,
Ontario, CANADA, M6K 1X4
(Address
of principal executive offices)(Zip Code)
(416)
362-4888
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company filer. See definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☐ |
Smaller
reporting company |
☒ |
(Do
not check if a smaller reporting company)
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No ☒
Indicate
the number of shares outstanding of the Registrant’s common stock, as of the latest practicable date.
Class |
|
Outstanding
at May 20, 2015 |
Common
Stock, $0.0001 par value |
|
51,819,993 |
MOPALS.COM,
INC.
QUARTERLY
REPORT ON FORM 10-Q
March
31, 2015
TABLE
OF CONTENTS
Item
1. |
Financial
Statements |
1 |
Item
2. |
Management’s
Discussion and Analysis of Financial Condition and Results of Operations |
2 |
Item
3. |
Quantitative
and Qualitative Disclosures About Market Risk |
5 |
Item
4. |
Controls
and Procedures |
5 |
|
|
|
PART
II - OTHER INFORMATION |
|
|
|
|
Item
1. |
Legal
Proceedings |
7 |
Item
1A. |
Risk
Factors |
7 |
Item
2. |
Unregistered
Sales of Equity Securities and Use of Proceeds |
7 |
Item
3. |
Defaults
Upon Senior Securities |
7 |
Item
4. |
Mine
Safety Disclosures |
7 |
Item
5. |
Other
Information |
7 |
Item
6. |
Exhibits |
8 |
|
|
|
SIGNATURES |
9 |
PART
I: FINANCIAL INFORMATION
Item
1. Financial Statements
Basis
of Presentation
The
accompanying condensed and interim consolidated financial statements are presented in accordance with U.S. generally accepted
accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring
adjustments) considered necessary in order to make the financial statements not misleading, have been included. Operating
results for the three months ended March 31, 2015 are not necessarily indicative of results that may be expected for the year
ending December 31, 2015.
The
condensed consolidated interim financial statements of the Company appear elsewhere in this report beginning with the Index to
Financial Statements on page F-1 and ending on F-12.
MOPALS.COM,
INC.
AND
SUBSIDIARIES
CONDENSED
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2015
UNAUDITED
MOPALS.COM,
INC. AND SUBSIDIARIES
CONDENSED
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2015 AND 2014
CONTENTS
Condensed
Interim Consolidated Balance Sheets as at March 31, 2015 & December 31, 2014 (unaudited) |
F-2 |
|
|
Condensed
Interim Consolidated Statements of Operations and Comprehensive (Loss) for the three months ended March 31, 2015 and 2014
(unaudited) |
F-3 |
|
|
Condensed
Interim Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014 (unaudited) |
F-4 |
|
|
Condensed
Interim Consolidated Statements of Stockholders' Deficit as at March 31, 2015 (unaudited) |
F-5 |
|
|
Notes
to the Condensed Interim Consolidated Financial Statements (unaudited) |
F-6
to F-12 |
MOPALS.COM,
INC.
CONDENSED
INTERIM CONSOLIDATED BALANCE SHEETS
Unaudited
| |
March 31, | | |
December 31, | |
| |
2015 | | |
2014 | |
ASSETS | |
| | |
| |
Cash | |
$ | 65,710 | | |
$ | 143,482 | |
Prepaid & Other Assets (Note 4) | |
| 245,639 | | |
| 243,964 | |
Total Current
Assets | |
| 311,349 | | |
| 387,446 | |
| |
| | | |
| | |
Equipment, net (Note 5) | |
| 27,313 | | |
| 32,713 | |
Total
Assets | |
$ | 338,662 | | |
$ | 420,159 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Accounts Payable & Accrued Liabilities | |
| 223,031 | | |
| 255,078 | |
Employee Tax Deductions Payable | |
| 528,574 | | |
| 500,139 | |
MoCoins™ Liability | |
| 1,697 | | |
| 1,855 | |
Share Based Accrual | |
| 14,924 | | |
| 14,924 | |
Loans from Shareholder (Note 6) | |
| 1,147,443 | | |
| 1,125,671 | |
Total
Liabilities | |
$ | 1,915,669 | | |
$ | 1,897,667 | |
| |
| | | |
| | |
Commitments and Contingencies (Note 7) | |
| | | |
| | |
Capital Stock; par value $0.0001 (Note 8) | |
| 4,580 | | |
| 4,580 | |
Shares Subscribed (Note 9) | |
| 1,503,775 | | |
| 1,503,775 | |
Share Subscriptions Receivable (Note 9) | |
| (1,503,775 | ) | |
| (1,503,775 | ) |
Shares to be Issued (Note 8) | |
| 370 | | |
| 300 | |
Additional Paid In Capital | |
| 2,679,429 | | |
| 2,376,105 | |
Deficit | |
| (4,536,176 | ) | |
| (3,998,186 | ) |
Foreign Currency Translation | |
| 274,790 | | |
| 139,693 | |
Total Stockholders’
Deficit | |
$ | (1,577,007 | ) | |
$ | (1,477,508 | ) |
| |
| | | |
| | |
Total Liabilities
and Stockholders’ Deficit | |
$ | 338,662 | | |
$ | 420,159 | |
The
accompanying notes are an integral part of these condensed interim consolidated financial statements.
MOPALS.COM,
INC.
CONDENSED
INTERIM CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
Unaudited
| |
For the Three Months Ended | | |
For the Three Months Ended | |
| |
March 31, 2015 | | |
March 31, 2014 | |
| |
| | |
| |
EXPENSES | |
| | |
| |
Consultants & Contractors | |
$ | 291,421 | | |
$ | 223,145 | |
General & Administrative Expenses | |
| 110,459 | | |
| 110,502 | |
Occupancy Costs | |
| 33,362 | | |
| 58,708 | |
Stock Based Compensation (Note 10) | |
| 98,927 | | |
| 118,734 | |
Depreciation | |
| 3,821 | | |
| 3,226 | |
Total Operating
Expense & Loss before Income Taxes | |
| 537,990 | | |
| 514,315 | |
Provision for Income Taxes | |
| - | | |
| - | |
Net loss | |
| (537,990 | ) | |
| (514,315 | ) |
| |
| | | |
| | |
Foreign currency translation adjustment, net of taxes | |
| (135,097 | ) | |
| (1,686 | ) |
Other Comprehensive
Income | |
| (135,097 | ) | |
| (1,686 | ) |
| |
| | | |
| | |
Total Comprehensive
Loss | |
$ | (402,893 | ) | |
$ | (516,001 | ) |
| |
| | | |
| | |
Loss per common share (Note 11): | |
| | | |
| | |
Basic and diluted: | |
| | | |
| | |
Net (Loss) per common share | |
$ | (0.01 | ) | |
$ | (0.01 | ) |
| |
| | | |
| | |
Weighted Average Number of Shares Outstanding
- Basic and diluted during the period | |
| 45,804,884 | | |
| 42,658,881 | |
The
accompanying notes are an integral part of these condensed interim consolidated financial statements.
MOPALS.COM,
INC.
CONDENSED
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited
| |
For the Three Months Ended | | |
For the Three Months Ended | |
| |
March 31, 2015 | | |
March 31, 2014 | |
Cash Flows used in Operating Activities | |
| | |
| |
Net (Loss) | |
$ | (537,990 | ) | |
| (514,315 | ) |
Adjustments to reconcile net (loss) income to net cash from operating activities: | |
| | | |
| | |
Depreciation | |
| 3,821 | | |
| 3,226 | |
Stock-based compensation expense | |
| 98,927 | | |
| 118,734 | |
Increase (Decrease) in net assets: | |
| | | |
| | |
(Decrease) in Prepaids & Other Assets | |
| (1,675 | ) | |
| (53,639 | ) |
(Decrease) increase in MoCoins™ liability | |
| (158 | ) | |
| 118 | |
(Decrease) increase in Accounts Payable & Accrued Liabilities | |
| (3,612 | ) | |
| 28,197 | |
Net Cash Flows used in Operating Activities | |
| (440,687 | ) | |
| (417,679 | ) |
| |
| | | |
| | |
Cash Flows from Financing Activities | |
| | | |
| | |
Shares to be issued | |
| 70 | | |
| - | |
Additional Paid In Capital (Cash portion) | |
| 204,397 | | |
| - | |
Increase in Shareholders’ Loan | |
| 120,840 | | |
| 42,983 | |
Net Cash Flows from Financing Activities | |
| 325,307 | | |
| 42,983 | |
| |
| | | |
| | |
Cash Flows used in Investing Activities | |
| | | |
| | |
Purchases of Capital Equipment | |
| (1,129 | ) | |
| (314 | ) |
Net Cash Flows used in Investing Activities | |
| (1,129 | ) | |
| (314 | ) |
| |
| | | |
| | |
Net Cash Flows | |
$ | (116,509 | ) | |
| (375,010 | ) |
| |
| | | |
| | |
Effects of Exchange Rate on Cash | |
| 38,737 | | |
| (1,058 | ) |
| |
| | | |
| | |
Cash – Beginning of Period | |
| 143,482 | | |
| 437,650 | |
Cash – End of Period | |
$ | 65,710 | | |
$ | 61,582 | |
| |
| | | |
| | |
Supplemental Cash Flow Information | |
| | | |
| | |
Interest Paid | |
$ | - | | |
| - | |
Income Taxes Paid | |
| - | | |
| - | |
The
accompanying notes are an integral part of these condensed interim consolidated financial statements.
MOPALS.COM,
INC.
CONDENSED
INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
Unaudited
| |
| | |
Shares | | |
| | |
Shares | | |
Additional | | |
Accumulated Deficit | | |
Accumulated other | | |
Total | |
| |
Common Stock | | |
to be | | |
Shares | | |
Subscriptions | | |
Paid in | | |
during | | |
Comprehensive | | |
Shareholders | |
| |
Shares | | |
Amount | | |
Issued | | |
Subscribed | | |
Receivable | | |
Capital | | |
Development | | |
Income | | |
Deficit | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance, January 1, 2015 | |
| 45,804,884 | | |
$ | 4,580 | | |
$ | 300 | | |
$ | 1,503,775 | | |
$ | (1,503,775 | ) | |
$ | 2,376,105 | | |
$ | (3,998,186 | ) | |
$ | 139,693 | | |
$ | (1,477,508 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Shares issued (Note 8) | |
| - | | |
| - | | |
| 70 | | |
| - | | |
| - | | |
| 204,397 | | |
| - | | |
| - | | |
| 204,467 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance of director stock options | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 98,927 | | |
| - | | |
| - | | |
| 98,927 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 135,097 | | |
| 135,097 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (537,990 | ) | |
| - | | |
| (537,990 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, March 31, 2015 | |
| 45,804,884 | | |
| 4,580 | | |
| 370 | | |
| 1,503,775 | | |
| (1,503,775 | ) | |
| 2,679,429 | | |
| (4,536,176 | ) | |
| 274,790 | | |
| (1,577,007 | ) |
The
accompanying notes are an integral part of these condensed interim consolidated financial statements.
MOPALS.COM,
INC.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2015
1. |
NATURE
OF OPERATIONS AND ORGANIZATION |
Mopals.com,
Inc. ("Mopals" or the “Company”) were incorporated August 7, 2012 and was organized
under the laws of the State of Nevada.
Mopals’
operations are presently conducted through the Company’s wholly owned subsidiary, Mopals Canada Inc. (an Ontario,
Canada company). The planned operations of the Company consist of becoming a social media rewards platform
in Canada and the United States. The Company is currently conducting development activities to operationalize certain
technology that the Company has developed so it can attract users to its platform. During the last year, the Company secured
a facility in Toronto, Ontario, Canada, which houses all of its employees and development activities. The Company also is in
the process of raising additional equity capital to support the completion of its development activities to begin the launch
of its application.
The Company’s activities are
subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company’s
current technology before another company develops similar technology and applications.
These unaudited condensed interim consolidated
financial statements should be read in conjunction with the annual financial statements for Mopals.com, Inc. for the most recently
completed fiscal year ended December 31, 2014. These unaudited condensed interim consolidated financial statements do not include
all disclosures required in annual financial statements, but rather are prepared in accordance with recommendations for interim
financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S.
GAAP”). These unaudited condensed interim consolidated financial statements have been prepared using the same accounting
policies and methods as those used by the Company in the annual consolidated financial statements for the year ended December
31, 2014, except when disclosed below.
The
unaudited condensed interim consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments)
which are necessary to present fairly the financial position of the Company as at March 31, 2015, and the results of its operations
for the three month periods ended March 31, 2015 and 2014 and its cash flows for the three month periods ended March 31, 2015
and 2014. Note disclosures have been presented for material updates to the information previously reported in the annual
consolidated financial statements.
MOPALS.COM,
INC.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2015
2. |
BASIS
OF PRESENTATION (Continued) |
a) Estimates
The
preparation of these consolidated financial statements has required management to make estimates and assumptions that affect the
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of the revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates
its estimates, including those related to accrued liabilities, income taxes and stock based compensation. The Company bases its
estimates on historical experiences and on various other assumptions believed to be reasonable under the circumstances. Actual
results could differ from those estimates. As adjustments become necessary, they are reported in earnings in the period in which
they become known.
In
June 2014, the FASB issued the FASB Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination
of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation,
which removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal
of Topic 915 from the FASB Accounting Standards Codification. The presentation and disclosure requirements in Topic 915 will no
longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective
one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company adopted ASU 2014-10
during the year ended December 31, 2015, thereby no longer presenting or disclosing any information required by Topic 915.
These financial statements have been
prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since inception and the
ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue
to raise adequate financing. Accumulated losses from inception to March 31, 2015 total $4,536,176 and the Company had a working
capital deficiency of $1,604,320 as at March 31, 2015. In order for the Company to meet its liabilities as they come
due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.
4. |
PREPAID
AND OTHER ASSETS |
| |
March 31, | | |
December 31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Prepaid Assets | |
$ | 122,302 | | |
$ | 122,302 | |
Harmonized Sales Tax | |
| 123,337 | | |
| 121,662 | |
Total | |
$ | 245,639 | | |
$ | 243,964 | |
The
Harmonized Sales Tax (“HST”) is a federal - provincial harmonized sales tax that applies to the supply of most property
and services in Canada. Generally, HST registrants must charge and account for the HST on taxable supplies of property and services
made in Canada. The HST rate in Ontario is 13%. Registrants collect the HST on most of their sales and pay HST on most purchases
they make to operate their business. They can claim an input tax credit, to recover the HST paid or payable on the purchases they
use in their commercial activities.
MOPALS.COM,
INC.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2015
The
net book value of property, plant & equipment as of March 31, 2015 was as follows:
| |
Cost | | |
Amortization | | |
NBV | |
Computer hardware | |
$ | 18,987 | | |
$ | 8,234 | | |
$ | 10,753 | |
Computer Software | |
| 25,522 | | |
| 13,831 | | |
| 11,691 | |
Furniture & Equipment | |
| 7,885 | | |
| 3,016 | | |
| 4,869 | |
Total | |
$ | 52,394 | | |
$ | 25,081 | | |
$ | 27,313 | |
The
net book value of property, plant & equipment as of December 31, 2014 was as follows:
| |
Cost | | |
Amortization | | |
NBV | |
Computer hardware | |
$ | 19,961 | | |
$ | 7,437 | | |
$ | 12,524 | |
Computer Software | |
| 27,462 | | |
| 13,027 | | |
| 14,435 | |
Furniture & Equipment | |
| 8,620 | | |
| 2,866 | | |
| 5,754 | |
Total | |
$ | 56,043 | | |
$ | 23,330 | | |
$ | 32,713 | |
Depreciation
expense for the three months ending March 31, 2015 and 2014 was $3,821 and $3,226, respectively.
6. |
LOANS
FROM SHAREHOLDER |
As
of March 31, 2015, the controlling shareholder and Chief Executive Officer of the Company had advanced $1,147,443 to fund the
working capital of the Company. The advances are unsecured, non-interest bearing and due on demand.
7. |
COMMITMENTS
& CONTINGENCIES |
On
February 10, 2014, the Company entered into a new lease agreement for office space. The schedule below outlines the expected remaining
lease payments over the life of the lease.
2015 (remainder) | |
$ | 106,526 | |
2016 | |
| 146,445 | |
2017 | |
| 156,022 | |
2018 | |
| 53,071 | |
In
the normal course of business, the Company becomes involved in various legal actions seeking compensatory and occasionally punitive
damages, including actions brought on behalf of various purported classes of claimants and claims relating to employee and third-parties.
a) Authorized
100,000,000
Common Shares with a par value of $0.0001.
MOPALS.COM,
INC.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2015
8. |
CAPITAL
STOCK (Continued) |
b)
Stock Options
In
July, 2013, options were issued to three directors who signed Directors Agreements allowing them to purchase 300,000 shares each
at a strike price of $0.25 per share. These were signed on July 1, July 3, and July 6 respectively. On December 7, 2013, an additional
director was hired with the same option plan. On October 25, 2014, an additional director was hired and granted stock options
allowing him to purchase 400,000 common shares each at a strike price of $0.35 per share. As of March 31, 2015, 600,000 of these
options had been exercised. These option plans also contain options that will occur in the second and third years of employment
with Mopals, the details of the total option plans are outlined below:
2013
Director Agreements
Year | |
Options | | |
Strike Price | |
1 | |
| 1,200,000 | | |
$ | 0.25 | |
2 | |
| 1,200,000 | | |
$ | 0.35 | |
3 | |
| 1,200,000 | | |
$ | 0.40 | |
2014
Director Agreement
Year | |
Options | | |
Strike Price | |
1 | |
| 400,000 | | |
$ | 0.35 | |
2 | |
| 500,000 | | |
$ | 0.55 | |
3 | |
| 500,000 | | |
$ | 0.65 | |
c)
Shares to be issued
On
October 30, 2014, a private investor delivered $223,350 to purchase 1,000,000 shares of the Company issued at $0.25 per share.
During the period ended March 31, 2015, two directors delivered $204,467 to purchase 700,000 common shares of the Company (600,000
were upon the exercise of stock options and 100,000 were upon a share subscription), 400,000 of these common shares were subscribed
at $0.25 per share and 300,000 were subscribed at $0.35 per share. As of March 31, 2015, these shares had not been issued.
MOPALS.COM,
INC.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2015
9. |
SHARE
SUBSCRIPTIONS RECEIVABLE |
On
December 21, 2012, the Company agreed to issue 9,000,000 shares of the Company to private investors for subscriptions receivable
of $2,250,000. On March 31, 2015, the balance of the subscription receivable was $1,503,775 (December 31, 2014 - $1,503,775).
10. |
STOCK-BASED
COMPENSATION |
The
Company’s Stock Option Plan is currently being established in order to enable the Company to attract and retain the services
of highly qualified and experienced directors, officers, employees and consultants, and to give such persons an interest in the
success of the Company and its subsidiaries. The options and awards will be granted at the discretion of the Board of Directors.
The fair value of each option granted is estimated at the time of grant using the Black-Scholes option pricing model using the
following weighted average assumptions:
2014
Options Granted
Fiscal Year ended December 31, 2014 | |
| |
| |
| |
Exercise Price | |
$ | 0.44 | |
Risk-free interest rate | |
| 0.49 | % |
Expected term (years) | |
| 3.15 | |
Expected volatility | |
| 243 | % |
Expected dividend yield | |
| 0 | % |
During
the year ended December 31, 2014, the Company granted 100,000 common shares to certain employees. These common shares vest over
12 months. These shares were valued at $16,666 based on the current stock price at the date of grant of $0.25 and an estimated
forfeiture rate of 33%, of which $4,110 was accrued at March 31, 2015 (December 31, 2014 - $7,808) and recorded as stock based
compensation on the consolidated statements of operations.
All
of the director stock options begin vesting immediately over 12 months and expire on the third anniversary of the grant
date. The Company granted NIL stock options to directors during the three month period ended March 31, 2015 (2014 –
NIL). The following table summarizes the stock option activities of the Company:
| |
Number of Options | | |
Weighted Average Exercise Price | |
Balance, December 31, 2013 | |
| 1,200,000 | | |
$ | 0.25 | |
Granted | |
| 1,850,000 | | |
| 0.44 | |
Balance, December 31, 2014 | |
| 3,050,000 | | |
| 0.36 | |
Exercised | |
| (600,000 | ) | |
| 0.30 | |
Balance, March 31, 2015 | |
| 2,450,000 | | |
$ | 0.38 | |
MOPALS.COM,
INC.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2015
10. |
STOCK-BASED
COMPENSATION (continued) |
The
Company’s computation of expected volatility for the periods ended March 31, 2015 is based on the Company’s market
close price over the period equal to the expected life of the options. The Company’s computation of expected life reflects
actual historical exercise activity and assumptions regarding future exercise activity of unexercised, outstanding options.
The
Company’s expected dividend yield is 0%, since there is no history of paying dividends and there are no plans to pay dividends.
The Company’s risk-free interest rate is the Canadian Treasury Bond rate for the period equal to the expected term.
The
total number of options outstanding as at March 31, 2015 was 2,450,000 (December 31, 2014 – 3,050,000). The weighted average
grant date fair value of the options granted during the three month period ended March 31, 2015 was n/a (2014 – n/a).
As
at March 31, 2015, the Company had 1,150,000 (December 31, 2014 – 1,450,000) vested options. As at March 31, 2015, the
number of unvested options expected to vest (including the impact of expected forfeitures) had been estimated at 1,300,000 (December
31, 2014 – 1,600,000) with a weighted average contractual life of 3 years (December 31, 2014 – 3 years) and exercise
price of $0.35 (December 31, 2014 - $0.25). As at March 31, 2015, the total fair value of future expense to be recorded in subsequent
periods (assuming no forfeiture occurs) is $164,437 (December 31, 2014 - $259,253). The weighted average time remaining for these
options to vest is 0.42 years (December 31, 2014 – 0.67 years).
The
Company recognizes compensation expense for the fair values of stock options using the graded vesting method over the requisite
service period for the entire award.
The
following table presents information relating to stock options outstanding and exercisable at March 31, 2015.
Options Outstanding | | |
Options Exercisable | |
Number of Shares | | |
Weighted Average Remaining Contractual Life (Years) | | |
Weighted Average Exercise Price | | |
Number of Shares | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contractual Life (Years) | |
| 900,000 | | |
| 1.40 | | |
$ | 0.25 | | |
| 900,000 | | |
$ | 0.25 | | |
| 1.40 | |
| 1,300,000 | | |
| 2.46 | | |
| 0.35 | | |
| - | | |
| 0.35 | | |
| - | |
| 250,000 | | |
| 3.08 | | |
| 1.00 | | |
| 250,000 | | |
| 1.00 | | |
| 3.08 | |
| 2,450,000 | | |
| 2.14 | | |
$ | 0.38 | | |
| 1,150,000 | | |
$ | 0.41 | | |
| 1.76 | |
The
Company recorded $98,927 for share-based compensation expense for the three month period ending March 31, 2015 (2014 - $118,734).
MOPALS.COM,
INC.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2015
The
Company calculates basic loss per common share using net loss divided by the weighted-average number of common shares
outstanding. The Company calculates diluted earnings per common share in the same manner as basic, except we use the
weighted-average number of diluted common shares outstanding in the denominator, when the stock options and warrants are not
anti-dilutive.
| |
Three
Months ended March
31, 2015 | | |
Three months ended March 31,
2014 | |
Weighted average number of common shares outstanding | |
| 45,804,884 | | |
| 42,658,881 | |
Weighted-average number of diluted common shares outstanding | |
| 45,804,884 | | |
| 42,658,881 | |
The
Company accounts for income taxes in accordance with ASC 740-20. ASC 740-20 prescribes the use of the liability method whereby
deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates. The effects of future changes in tax laws or rates
are not anticipated.
Under
ASC 740-20 income taxes are recognized for the following: a) amount of tax payable for the current year, and b) deferred tax liabilities
and assets for future tax consequences of events that have been recognized differently in the financial statements than for tax
purposes.
As
of March 31, 2015, the Company did not have any amounts recorded pertaining to uncertain tax positions. Deferred taxes as at March
31, 2015 and December 31, 2014 have not been recorded due to the fact that they are fully reserved. The Company files federal
and provincial income tax returns in Canada and federal, state and local income tax returns in the U.S., as applicable. The
Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three
to five years from the date of the original notice of assessment in respect of any particular taxation year. In certain
circumstances, the U.S. federal statute of limitations can reach beyond the standard three year period. U.S. state
statutes of limitations for income tax assessment vary from state to state.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
following is management’s discussion and analysis of the consolidated financial condition and results of operations of Mopals.com,
Inc. (“Mopals”, the “Company”, “we”, and “our”) for the three month period ended
March 31, 2015. The following information should be read in conjunction with the consolidated interim financial statements for
the period ended March 31, 2015 and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q (this “Report”).
Overview
Mopals.com,
Inc. was incorporated under the laws of Delaware on February 6, 2003 as MagnaData, Inc. In February of 2005, articles of amendment
were filed with the State of Delaware changing the name of our company to MortgageBrokers.com Holdings, Inc. and thereafter, operated
as a mortgage brokerage in Canada. On March 26, 2013, articles of amendments were filed with the State of Delaware changing the
name of our company to Mopals.com, Inc. pursuant to execution of an asset spin out and shareholder loan cancellation agreement
and subsequent execution of a share exchange agreement. Pursuant to the terms of the share exchange agreement, the Company acquired
100% of the issued and outstanding equity securities of Mopals Inc., a Nevada private corporation, in exchange for the issuance
of 50,000,000 shares of the Company’s common stock.
Mopals
carries out all business through its wholly owned subsidiary, Mopals Canada Inc. Mopals Canada Inc. (formerly IQIC.com Inc.) was
incorporated federally in Canada on August 7, 2012.
Mopals
is a development stage internet and mobile based social media brand-loyalty Company. Mopals has launched the first version of
our web and mobile software application for both the iOS and Android mobile device operating systems. It is our intent that the
Mopals technology platform under development will allow consumers to earn incentives for their spending and referral behavior
with retail businesses and allow retail businesses to build their customer base and enhance customer experiences through promotional
programs. Using a unique digital currency, MoCoins™, members can be rewarded for making a purchase at participating retailers,
buying and referring offers, creating and completing polls, liking brands, uploading photos, writing reviews, and inviting friends.
Through MoPals™, social media influencers monetize their following. Similarly, retailers who use the MoPals™ platform
have a means to engage and convert their current social media following to brand ambassadors who foster word-of-mouth advertising.
Our members can earn reward incentives (MoCoins) for a number of online and ‘in-store’ behaviors within a consumer’s
social network including rewards for promotional participation; ‘liking’, sharing or reviewing an experience at a
business; referring business promotions; creating content driving polls; or referring friends to join the Mopals community. Mopals
aims to be a leader in how brands inspire customer loyalty, driving online, brand enhancing behavior and sales. It is our aim
that our technology platform will enable businesses to connect with their customers, giving them a cost effective means to encourage
and reward brand enhancing behavior. It is our intent that our proprietary platform ‘Big Data IQ Engine’ under development
will also allow businesses to receive Big Data insights and analytics associated with their consumer’s behavior from which
they can use to provide targeted offers and marketing strategies.
It
is Mopal’s plan to earn revenue from business subscriptions and transaction fees to receive ongoing consumer data and as
well as from receiving a percentage of promotion-based sales revenue from participating businesses couponing engine.
In
addition to the financial condition and results of operations of the Company, it is management’s belief that growth of our
Company will also, in part, be demonstrated through the metrics of MoCoins points sold, the total number of consumers signed up
and making use of the Mopals platform and the number of retail businesses who sign on to and offer promotions through the Mopals
community.
As
of March 31, 2015, our company had fourteen (14) full-time employees and two (2) independent contractors.
The
Company’s corporate offices are located at 109 Atlantic Avenue, Suite 308, Toronto, Ontario, CANADA, M6K 1X4. Our current
contact information for our Ontario office is telephone number: (416) 362-4888. Our internet website can be found under the domain
name: www.mopals.com .
Subsequent
Event
On April 20, 2015, the Company disclosed
in an 8K filing that Todd Halpern had resigned from the Company’s board of directors. On May 13, 2015, Steve Gupta resigned,
effective immediately, from the Company’s board of directors. On May 14, 2015, Ralph Lean, Luce Veilleux and Greivis Vasquez
resigned, effective immediately, from the Company’s board of directors. These board resignations were associated with cost
saving measures taken by the Company and were not a result of any disagreements relating to the Company’s operations, policies
or practices.
As at the date of this filing, Alex
Haditaghi, chief executive officer, remains the sole member of the board of directors.
Results
of Operations
Three
months ended March 31, 2015
Mopals
had no reported revenue in the first quarter of 2015.
The
Company’s reported operating expenses during the three month period ended March 31, 2015 were $537,990. Comparatively, the
Company’s reported operating expenses during the three month period ended March 31, 2014 were $514,315. The primary components
that comprise our operating expenses during the three months ended March 31, 2015 reporting period were salaries and consultant/contractor
fees, general and administrative expenses, occupancy costs and stock-based compensation which are explained in detail as follows:
● |
54.2%
of the operating expenses in the reporting period were associated with salaries, contractor expenses and consulting fees (2014
– 43.4%). |
|
|
● |
18.4% of the operating expenses in the reporting period were associated with stock-based compensation (2014 – 23.1%). |
|
|
● |
20.5%
of the operating expenses in the reporting period were associated with general and administrative expenses (2014 – 21.5%). |
|
|
● |
6.2%
of our operating expenses in the reporting period were associated with occupancy costs associated with an office lease (2014
– 11.4%). |
Liquidity
and Capital Resources
At
March 31, 2015, we had $65,710 in cash, $123,337 in harmonized sales tax receivable, $122,302 in prepaid assets and $27,313 in
equipment, computer software, computer hardware and furniture for a total of $338,662 in assets. Comparatively as at December 31,
2014, we had $143,482 in cash, $121,662 in harmonized sales tax receivable, $122,302 in prepaid expenses, and $32,713 in equipment,
computer hardware, computer software and furniture for a total of $420,159 in assets.
At March 31, 2015, we had $223,031
in accounts payable and accrued liabilities, $528,574 in employee tax deductions payable due to Canada Revenue Agency, $14,924
in accruals for stock-based compensation associated with former discontinued operations, $1,697 in MoCoins payable and $1,147,443
in loans payable to the Company’s principal shareholder for a total of $1,915,669 in liabilities. Comparatively as at December
31, 2014, we had $255,078 in accounts payable and accrued liabilities, $500,139 in employee tax deductions payable due to Canada
Revenue Agency, $14,924 in accruals for stock-based compensation associated with former discontinued operations, $1,855 in MoCoins
payable, and $1,125,671 in loans payable to the Company’s principal shareholder for a total of $1,897,667 in liabilities.
Management
makes the following comments regarding the most significant factors affecting the Company’s liquidity and capital resources
and their measured trends over the reporting period:
The
Company’s cash position decreased by 54.2% over the first three months of 2015 associated with the following:
● |
the
Company used $440,687 in cash from operating activities over the first three months of 2015. As a development stage company,
Mopals has no revenue yet while it is building its products and services, hires software development, marketing and sales
staff and establishes market partners to launch our business; and, |
|
|
● |
the Company received $325,307 in cash from financing activities over the first three months of 2015 as we
received funds from our principal shareholder in the amount of $120,840 and a share subscription and an option exercise received
in total of $204,467. |
The Company reported a net cash flow
loss from operating activities for the first three months of 2015 of $440,687 with a net increase in cash flow from financing activities
of $325,307 and a net negative cash flow from the purchase of capital equipment of $1,129 during the same period for an overall
net negative cash flow of $116,509 out of the Company during the three month period.
The
Company needs to raise additional capital to fund our development stage Company activities and to position the Company for a market
launch of its planned products and services or to generate revenue before the existing capital resources are depleted.
In
the event that the Company runs out of available working capital resources or experiences an unforeseen negative impact to cash
flow, our Company will need to rely upon the issuance of common stock and additional capital contributions from shareholders and/or
loans from shareholders and third-party lenders to meet its working capital needs. There is no certainty that shareholders will
be able to provide capital contributions or loans to the Company. There is no certainty that there will be a market for the Company’s
capital stock. There is no certainty that lenders will find the Company’s financial health and development stage suitable
to provide debt financing.
Off-Balance
Sheet Arrangements
None.
Critical
Accounting Policies
The
financial statements and related public financial information are based on the application of accounting principles generally
accepted in the United States (“GAAP”). GAAP requires the use of estimates, assumptions, judgments and subjective
interpretations of accounting principles that have an impact on the assets, liabilities, revenue, and expense amounts reported.
These estimates can also affect supplemental information contained in our external disclosures including information regarding
contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP
and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different
assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Going
Concern
The
Company’s consolidated financial statements are presented on a going concern basis, which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business.
For the three months reporting period ended March
31, 2015, the Company reported a net loss from operations of $537,990 with a net decrease in cash from operating, investing and
financing activities of $116,509 during the same period and a working capital deficiency of $1,604,320. Certain conditions noted
below raise doubt about the Company’s ability to continue as a going concern.
As
a development stage company, the Company’s ability to continue as a going concern is contingent upon its ability to secure
additional debt or equity financing. Management’s plan is to secure additional working capital funds through future debt
or equity financings. There is no certainty that there will be a market for the Company’s capital stock. There is also no
certainty that shareholders will be able to provide future capital contributions or loans to the Company.
The
interim consolidated financial statements do not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going concern.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Smaller
reporting companies are not required to provide the information required by this item.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
As
of the end of the period covered by this report, the Company’s principal executive officer and principal financial officer
evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d -15(e)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on the evaluation of the Company’s
disclosure controls and procedures, the Company’s principal executive officer and principal financial officer, with the
participation of the Company’s management, have concluded that the Company’s disclosure controls and procedures were
not effective as of March 31, 2015, to ensure that information required to be disclosed by the Company in the reports that we
file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules and forms and (b) accumulated and communicated to management, including the Company’s principal executive
officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.
Specifically,
our management identified certain matters involving internal control and our operations that it considered to be material weaknesses.
As defined in the Exchange Act, a material weakness is a deficiency, or a combination of deficiencies, in internal control over
financial reporting such that there is a reasonable possibility that a material misstatement of the registrant’s annual
or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified by our management
as of March 31, 2015, is described below:
|
i. |
We
did not maintain sufficient personnel with an appropriate level of technical accounting knowledge, experience and training
in the application of GAAP commensurate with our complexity and our financial accounting and reporting requirements. This
control deficiency is pervasive in nature. Further, there is a reasonable possibility that material misstatements of
the financial statements including disclosures will not be prevented or detected on a timely basis as a result. |
As
a result of the material weakness identified above, our internal control over financial reporting was not effective as of March
31, 2015.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in the Company’s internal controls over financial reporting during the three month period ending March
31, 2015.
PART
II: OTHER INFORMATION
Item
1. Legal Proceedings
From
time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course
of business. Other than as disclosed above, we are not involved in any pending legal proceeding or litigation and, to the best
of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties
is subject, which would reasonably be likely to have a material adverse effect on the Company.
Item 1A.
Risk Factors
Smaller
reporting companies are not required to provide the information required by this item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
During the period ended March 31, 2015, two directors delivered
$204,467 to purchase 700,000 common shares of the Company, 400,000 of these common shares were subscribed at $0.25 per share and
300,000 were subscribed at $0.35 per share.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not applicable.
Item
5. Other Information
On April 20, 2015, the Company disclosed
in an 8K filing that Todd Halpern had resigned from the Company’s board of directors. On May 13, 2015, Steve Gupta resigned,
effective immediately, from the Company’s board of directors. On May 14, 2015, Ralph Lean, Luce Veilleux and Greivis Vasquez
resigned, effective immediately, from the Company’s board of directors. These board resignations were associated with cost
saving measures taken by the Company and were not a result of any disagreements relating to the Company’s operations, policies
or practices.
As at the date of this filing, Alex
Haditaghi, Chief Executive Officer, remains the sole member of the board of directors.
Item
6. Exhibits
Exhibit
No. |
|
Description |
|
|
|
31.1 |
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of Sarbanes Oxley Act of 2002 |
|
|
|
32.1+ |
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of Sarbanes Oxley Act of 2002 |
|
|
|
101.INS |
|
XBRL
Instance Document |
|
|
|
101.SCH |
|
XBRL
Taxonomy Schema |
|
|
|
101.CAL |
|
XBRL
Taxonomy Calculation Linkbase |
|
|
|
101.DEF |
|
XBRL
Taxonomy Definition Linkbase |
|
|
|
101.LAB |
|
XBRL
Taxonomy Label Linkbase |
|
|
|
101.PRE |
|
XBRL
Taxonomy Presentation Linkbase |
+ In accordance
with SEC Release 33-8238, Exhibits 32.1 is furnished and not filed.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, there unto duly authorized.
|
MOPALS.COM,
INC. |
|
|
|
Dated:
May 20, 2015 |
By: |
/s/
Alex Haditaghi |
|
|
Alex
Haditaghi |
|
|
Chief
Executive Officer, |
|
|
Chief
Financial Officer, |
|
|
President,
Secretary and Director |
|
|
(Duly
Authorized Officer, Principal Executive Officer and Principal Financial Officer) |
9
Exhibit
31.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
AND
PRINCIPAL FINANCIAL OFFICER
PURSUANT
TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)
AS
ADOPTED PURSUANT TO SECTION 302 OF
THE
SARBANES-OXLEY ACT OF 2002
I,
Alex Haditaghi, certify that:
1. |
I
have reviewed this Quarterly Report on Form 10-Q of Mopals.com, Inc.; |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
|
|
4. |
The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have: |
|
|
(a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
(b) |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principals; |
|
|
(c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; and |
|
|
(d) |
Disclosed
in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and |
|
|
5. |
The
registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions): |
|
|
(a) |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
|
|
(b) |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant’s internal control over financial reporting.
|
By: |
/s/
Alex Haditaghi |
|
|
|
Alex
Haditaghi
President,
Chief Executive Officer, Chief Financial Officer
(Principal Executive Officer
and Principal Financial Officer) |
|
|
Dated:
May 20, 2015 |
|
|
|
|
|
|
|
Exhibit
32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
AND
PRINCIPAL FINANCIAL OFFICER
PURSUANT
TO 18 U.S.C. SECTION 1350
AS
ADOPTED PURSUANT TO SECTION 906
OF
THE SARBANES-OXLEY ACT of 2002
In
connection with the Quarterly Report of Mopals.com, Inc. (the “Company”) on Form 10-Q for the period ended March 31,
2015 as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), Alex Haditaghi,
Chief Executive Officer and Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley
Act of 2002, that:
1. |
The
Quarterly Report, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
2. |
The
information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results
of operations of the Company. |
By: |
/s/
Alex Haditaghi |
|
|
Alex
Haditaghi
President,
Chief Executive Officer, Chief Financial Officer
(Principal Executive Officer and Principal Financial Officer) |
|
Dated:
May 20, 2015
|
|
|
|
|
|
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