UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year
ended December 31, 2014
[__]
TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _____ to _____
COMMISSION FILE NUMBER 000-54504
NOUVEAU VENTURES INC.
(Exact name of registrant as specified in its charter)
NEVADA
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27-4636847
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State or other jurisdiction
of incorporation or organization
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(I.R.S. Employer
Identification No.)
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3254 Prospect Ave.
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La Crescenta, CA 91214
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91214
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(Address of principal
executive offices)
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(Zip Code)
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(818) 249-1157
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Registrant's telephone
number, including area code
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Securities registered
pursuant to Section 12(b) of the Act:
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NONE.
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Securities registered
pursuant to Section 12(g) of the Act:
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Common Stock, $0.001 Par Value Per Share.
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Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined by Rule 405 of
the Securities Act.
[__] Yes [X]
No
Indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.
[__] Yes [X]
No
Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. [X] 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 (s. 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). [X] Yes [__] No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (s229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [__]
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Accelerated
filer [__]
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Non-accelerated filer [__] (Do not check if a smaller reporting company)
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Smaller
reporting company [X]
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Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). [__] Yes [X] No
State
the aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant’s most recently completed second fiscal
quarter: $7,301,066 based on the closing price of $0.30 on June 30, 2014
as quoted by the OTC Markets on that date.
Indicate the number of shares outstanding of each of
the registrant’s classes of common stock, as of the latest practicable date. As
of July 14, 2015, the Registrant had 50,018,888 shares of common stock
outstanding.
NOUVEAU VENTURES INC.
ANNUAL REPORT ON
FORM 10-K
FOR THE YEAR
ENDED DECEMBER 31, 2014
TABLE OF CONTENTS
PART I
The
information in this discussion contains forward-looking statements. These forward-looking
statements involve risks and uncertainties, including statements regarding the
Company's capital needs, business strategy and expectations. Any statements
contained herein that are not statements of historical facts may be deemed to
be forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "will,"
"should," "expect," "plan," "intend,"
"anticipate," "believe," "estimate,”
"predict," "potential" or "continue," the
negative of such terms or other comparable terminology. Actual events or
results may differ materially. In evaluating these statements, you should
consider various factors, including the risks described below, and, from time
to time, in other reports the Company files with the United States Securities
and Exchange Commission (the “SEC”). These factors may cause the Company's
actual results to differ materially from any forward-looking statement. The
Company disclaims any obligation to publicly update these statements, or disclose
any difference between its actual results and those reflected in these
statements.
As used in this
Annual Report, the terms “we,” “us,” “our,” “Nouveau ,” and the “Company” mean Nouveau
Ventures Inc. and its subsidiaries, unless otherwise indicated. All dollar
amounts in this Annual Report are expressed in U.S. dollars, unless otherwise
indicated.
ITEM 1. BUSINESS.
General
We were incorporated on January 19, 2011 under the laws of the State of
Nevada. We were formerly developing and launching an online
business-to-business marketplace and channel management tools for the rapidly
growing software-as-a-service ("SaaS") market (the “SaaSMAX
Marketplace”). Effective July, 9, 2013, we decided to shift our business
operations to the marketing, selling and distribution of a propane diesel dual
fuel retrofit system (“DFRS Products”) owned by California Clean Air
Technologies, LLC, a Nevada limited liability company (“CCAT”). In August,
2014, we acquired a patented technology for optimizing airflow to internal
combustion engines to create more power (the “Quantumcharger Technology”) and
inventions utilizing the Quantumcharger Technology that are the subject of
United States Patent No. US 7,849,840 (the “Patent”).
Subsequent to the fiscal year ended December 31, 2015, the Company
elected not to proceed with the the marketing, selling and distribution of the CCAT
propane diesel dual fuel retrofit system and elected to allow their exclusive distributor
agreement with CCAT to remain in default for lack of payment of royalties. As
such, the Company has now shifted its focus to the Quantumcharger Technology.
Technology Acquisition Agreement
On August 19, 2014, we entered into a Technology Acquisition Agreement
(the “Technology Acquisition Agreement”) with David St. James (the “Inventor”).
Closing of the Technology Acquisition Agreement occurred on August 23, 2014
(“Closing”). Under the terms of the Technology Acquisition Agreement, the
Inventor assigned his right, title and interest in a patented technology for
optimizing airflow to internal combustion engines to create more power (the “Quantumcharger
Technology”) and inventions utilizing the Quantumcharger Technology that are
the subject of United States Patent No. US 7,849,840 (the “Patent”) in
consideration of the following:
1. Issuance to the Inventor of 200,000 shares of our common stock
(the “Shares”) at a fair market valueof $0.30 per share, representing the most
recent price for which our common stock sold in the market place. The Shares
are held in the custody of our legal counsel and released to the Inventor on
the following schedule:
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(a)
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50,000 Shares released on Closing;
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(b)
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50,000 Shares released four (4) months after Closing;
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(c)
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50,000 Shares released eight (8) months after Closing; and
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(d)
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50,000 Shares released twelve (12) months after Closing.
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Notwithstanding that the Shares are held in custody and are not released
to the Inventor, all voting and dividend rights in respect of the Shares accrue
to the Inventor and he is entitled to exercise such rights and receive such
benefits in respect of the Shares.
3
As of the date of this report, the 150,000 shares in tranches (a) through
(c) above have been released to the Inventor.
The Technology Acquisition Agreement was valued at the total fair market
value of the Shares issued of $60,000 in the accompanying balance sheet and is
being amortized over the remaining 16 year life of the Patent.
2. The Inventor also retained a royalty of 5% of gross revenues
from the exploitation of the Quantumcharger Technology, subject to minimum
royalty payments of $1,500 per calendar month (the “Minimum Royalties”).
3 As further consideration for the sale, assignment and transfer
of the Quantumcharger Technology, we agreed to make expenditures of $100,000 to
develop and commercialize the Technology within twelve (12) months from
Closing.
In the event the Company is unable to fulfill its obligations under
number 2 or 3 above and such default is not cured within 15 days written
notice, the Technology Acquisition Agreement may be terminated and Nouveau
shall re-assign the Patent and transfer the intellectual property to the
Inventor. Any Shares not released, or scheduled to be released in the next 30
days from the date of termination shall be returned to the Company for
cancellation and the Inventor shall have no further rights in respect of such
Shares. In the event of termination, the carrying value of the Patent in our
financial statements, net of accumulated amortization, will be written down to $0.
We have the right to sub-license our interest in the Quantumcharger Technology,
subject to the Inventor being paid 30% of all revenues obtained through
sub-licensing.
On August 23, 2014, the Inventor was appointed as our Vice-President and
as a Director.
On August 23, 2014, on Closing of the Technology
Acquisition Agreement, we issued an aggregate of 200,000 shares of our common
stock (the “Shares”) in the name of the Inventor and released 50,000 of the
Shares to him. Shares due to Mr. St James four months after Closing were
released to him on December 23, 2014 and the 50,000 Shares due to Mr. St James
eight months after Closing were released to him on April 23, 2014. The Shares
were issued as part consideration for the entry into the Technology Acquisition
Agreement and pursuant to the exemption from registration requirements
contained in Section 4(2) of the Securities Act.
The Quantumcharger™
The Quantumcharger™ is a
revolutionary new device which solves many of the traditional problems of both
superchargers and turbochargers. The Quantumcharger™ is basically a
supercharger, either a roots type or centrifugal, that utilizes an electric
motor and one or more clutches, overrun bearings, or a combination of both
depending on the application.
The Quantumcharger™ is capable of
providing full boost on demand at any engine speed, including before the engine
has been started. At lower engine speeds, the electric motor is used to spin
the compressor to whatever speed is needed to create the desired boost. Once
the engine is running at a higher speed, the compressor can then be driven
mechanically by the engine alone to provide boost without the use of the
electric motor. This enables the engine to provide additional power whenever
it is needed, at lower engine speeds with the electric motor or at higher
engine speeds just like a traditional supercharger being driven by the engine.
The compressor doesn’t need to be in operation at all times, usually only
during periods of demand for increased power.
When used in conjunction with a
turbocharger, the Quantumcharger™ can be activated briefly at lower engine
speeds to eliminate the symptoms of turbo lag until the turbocharger is able to
provide sufficient boost on its own.
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4
Providing boost before the engine
is started can be helpful for cold starting diesel engines in colder weather.
Also, whenever the electric motor is not needed for driving the compressor, it
can be turned by the engine and used to generate electricity. This feature can
provide substantial cost and space savings since an alternator is no longer
needed. The Quantumcharger™ is used in conjunction with an electronic
controller with various sensors to activate the electric motor, operate
electro-magnetic clutches when used, and facilitate the generation of
electricity by the electric motor. These various actions can be based on
several factors including engine speed, throttle position, intake pressure, and
many more.
In modern times we are starting
to see a renewed and very serious demand for innovation. There is currently a
race for new technology as a new trend has developed in the auto industry which
has become known as engine downsizing. Engine downsizing is the practice of
using smaller and lighter engines in vehicles in an attempt to make them more
economical, while at the same time striving to maintain the power of a larger
engine for greater drivability and safety. The Quantumcharger™ is ideal for
these modern needs. It enables new engine configurations that are fuel efficient,
environmentally friendly, and cost effective, while having much more power
available on demand.
Competition
We have numerous direct, indirect
and partial competitors, many of which have valuable industry relationships and
access to greater resources than we do. The numerous types of direct or
indirect competitors that exist in the market today. There is no assurance that
we will be able to produce a product that will be competitive in the
marketplace, and even if competitive that we will be able to earn a profit.
Patents
Patent No: US 7,849,840 B2
Date of Patent: December 14, 2014
Title: Electrical Motor Assited Mechanical Supercharging
System
Employees
As of the date of this Annual
Report, other than our officers and directors, we have no employees.
ITEM 1A. RISK
FACTORS.
The following are some of the important factors that could affect
our financial performance or could cause actual results to differ materially
from estimates contained in our forward-looking statements. We may encounter
risks in addition to those described below. Additional risks and uncertainties
not currently known to us, or that we currently deem to be immaterial, may also
impair or adversely affect our business, financial condition or results of
operation.
We have a
lack of operating history in the engine retrofit industry and there is no
assurance that our business efforts in this field will be successful.
With our acquisition
of the Quantumcharger Technology, we are embarking on a change of business.
Although Rob Rainer, our director and Chief Executive Officer has extensive
business experience, he does not have experience in the engine retrofit
industry. Many of our competitors will have greater experience and/or greater
financial resources than we do at this time. We intend to hire sales and
consulting teams with experience in the engine retrofit industry. However,
there is no assurance that our business efforts in the engine retrofit industry
will prove successful.
Demand for
and supply of our products and services may be adversely affected by several
factors, some of which we cannot predict or control, that could adversely
affect our financial position, results of operations or cash flows.
The demand
for our products and services could be affected by several factors, including:
- economic
downturns in the markets in which we sell our products;
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5
- competition
from other products;
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- changes
in customer preferences;
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- product
obsolescence or technological changes that render our products less
desirable to use or more expensive to produce;
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- changes
in environmental regulations that may make our products illegal to sell
in their present form;
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- inability
of our supplier to obtain raw materials used in production due to
factors such as work stoppages, shortages or supplier plant shutdowns;
and
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- inability
to supply products due to factors such as work stoppages, plant
shutdowns or regulatory changes and exogenous factors, like severe
weather.
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If any of
these events occur, the demand for and supply of our products and services
could suffer, which could have a material adverse affect on our financial
position, results of operations and cash flows.
We face
competition from other retrofit companies, which could adversely affect our
sales, results of operations or cash flows.
We compete
with companies that produce similar products and with companies that produce
different products that are designed for the same end uses. We encounter
competition based on several key criteria, including product performance and
quality, product price, product availability and security of supply,
responsiveness of product development in cooperation with customers and
customer service.
We expect
that our competitors will continue to develop and introduce new and enhanced
products, which could cause a decline in the market acceptance of our products.
In addition, our competitors could cause a reduction in the selling prices of
some of our products as a result of intensified price competition. Competitive
pressures can also result in the loss of major customers. An inability to
compete successfully could have an adverse effect on our financial position,
results of operations or cash flows.
We may also
experience increased competition from companies that offer products based on
alternative technologies and processes that may be more competitive or better
in price or performance, causing us to lose customers and result in a decline
in our sales volume and earnings.
Additionally,
some of our customers may already be or may become large enough to justify
developing in-house production capabilities. Any significant reduction in
customer orders as a result of a shift to in-house production could adversely
affect our future sales and operating prospects.
Current
and future disruptions in the global credit and financial markets could limit
our access to financing, which could negatively impact our business.
Domestic and
foreign credit and financial markets have experienced extreme disruption in the
past three years, including volatility in security prices, diminished liquidity
and credit availability, declining valuations of certain investments and
significant changes in the capital and organizational structures of certain
financial institutions. We are unable to predict the likely duration and
severity of the continuing disruption in the credit and financial markets or of
any related adverse economic conditions. These market conditions may limit our
ability to access the capital necessary to grow and maintain our business.
Accordingly, we may be forced to delay raising capital, issue shorter tenors
than we prefer or pay unattractive interest rates, which could increase our
interest expense, decrease our profitability and significantly reduce our
financial flexibility. Overall, our results of operations, financial condition
and cash flows could be materially adversely affected by the disruptions in the
global credit and financial markets.
6
To service
our indebtedness and other liabilities, we will require a significant amount of
cash. Our ability to generate cash depends on many factors beyond our control.
Our ability
to pay interest on our debt and to satisfy our other debt obligations and other
liabilities will depend in part upon our future financial and operating
performance and upon our ability to renew or refinance borrowings. Prevailing
economic conditions and financial, business, competitive, legislative,
regulatory and other factors, many of which are beyond our control, will affect
our ability to make these payments. While we believe that cash flow from our
current level of operations, available cash and available borrowings will
provide adequate sources of liquidity for at least the next twelve months, a
significant drop in operating cash flow resulting from economic conditions,
competition or other uncertainties beyond our control could create the need for
alternative sources of liquidity. If we are unable to generate sufficient cash
flow to meet our debt service obligations, we will have to pursue one or more
alternatives, such as, reducing or delaying capital or other expenditures,
refinancing debt, selling assets, or raising equity capital.
We cannot
assure you, however, that our business will generate sufficient cash flow from
operations or that future borrowings will be available to us in an amount
sufficient to enable us to pay our indebtedness or to fund our other liquidity
needs. We may need to refinance all or a portion of our indebtedness on or
before maturity. We cannot assure you that we will be able to refinance any of
our indebtedness, including our term loan and revolving credit facility, on
commercially reasonable terms or at all.
Because our stock is a penny stock,
stockholders will be more limited in their ability to sell their stock.
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
or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or quotation system.
Because our securities constitute
"penny stocks" within the meaning of the rules, the rules apply to us
and to our securities. The rules may further affect the ability of owners of
shares to sell our securities in any market that might develop for them. As
long as the quotation price of our common stock is less than $5.00 per share,
the common stock will be subject to Rule 15g-9 under the Exchange Act. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock, to deliver a standardized risk disclosure document prepared by the SEC,
that:
1.
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contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
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2.
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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 a violation to such duties or other requirements of securities laws;
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3.
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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 price;
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4.
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contains a toll-free telephone number for inquiries on disciplinary actions;
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5.
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defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and
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6.
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contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.
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The broker-dealer also must
provide, prior to effecting any transaction in a penny stock, the customer
with: (a) bid and offer quotations for the penny stock; (b) the compensation of
the broker-dealer and its salesperson in the transaction; (c) 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; and (d) a
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules require that, prior
to a transaction in a penny stock not otherwise exempt from those 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
acknowledgment of the receipt of a risk disclosure statement, a written
agreement to transactions involving penny stocks, and 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 stock.
7
ITEM 2. PROPERTIES.
We currently do not own any real property. Our executive
office is located at 3254 Prospect Ave. La Crescenta, CA 91214, which is
provided to us by Mr. Rainer, at no cost.
ITEM 3. LEGAL
PROCEEDINGS.
On June 3, 2013, we entered into a settlement agreement (the “Settlement
Agreement”) with Tony Osibov (“Osibov”) settling all outstanding claims between
Osibov and us. As consideration for the Settlement Agreement, we agreed to pay
Mr. Osibov $24,000 of which $15,000 had been paid as of June 30, 2013 and $9,000
remained in accounts payable, which was divested pursuant to the Share Exchange
Agreement. Mr. Osibov agreed to sell his 300,000 shares of our common stock to
unaffiliated third parties for $6,000 within 30 days from the date of the
Settlement Agreement. Additionally, Mr. Osibov relinquished us and Ms.
Moskowitz our former CEO from any and all rights that he has alleged that he
has to any of our intellectual property, which we subsequently divested, except
for the relinquishment of the PHP object oriented application backup system for
creating application programming interfaces, called PHPMC.
ITEM 4. MINE SAFETY DISCLOSURE.
Not Applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
MARKET INFORMATION
Our common stock qualified for
quotation on the OTCBB on August 24, 2012, under the symbol “SAAX”. No trades
of our common stock occurred through the facilities of the OTCBB until
September 20, 2012. The following table sets forth the range of the high and
low bid closing per share of our common stock for each quarter as reported on
the OTCBB or OTCQB, as applicable. Effective April 16, 2014, we amended our
Articles of Incorporation in accordance with Article 78.207 of Chapter 78 of
the Nevada Revised Statutes by increasing our issued and authorized common
stock on a twelve-for-one basis (the “Stock Split”). The following table sets
forth the range of the high and low bid closing per share of our common stock
for each quarter as reported on the OTCBB or OTCQB, as applicable as adjusted
to reflect the Stock Split.
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2014*
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2013*
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High
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Low
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High
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Low
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First quarter ended March 31
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$
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0.29
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$
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0.29
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$
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0.08
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$
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0.08
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Second quarter ended June 30
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$
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0.75
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$
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0.30
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$
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0.08
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$
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0.08
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Third quarter ended September 30
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$
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0.30
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$
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0.10
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$
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0.08
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$
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0.08
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Fourth quarter ended December 31
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$
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0.65
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$
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0.08
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$
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0.33
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$
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0.29
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* For the
periods presented, prices represent high and low closing prices during the
period.
Bid quotations entered on OTC
Link and the OTCQB reflect inter-dealer prices, without retail mark-up,
markdown or commission and may not represent actual transactions.
8
REGISTERED HOLDERS OF
OUR COMMON STOCK
As of July 14, 2015, an aggregate of 50,018,888
shares of our common stock were issued and outstanding and were owned by
approximately 54 registered holders of record of our common stock. The
foregoing number of record holders does not include any persons who hold their
stock in “street name.”
DIVIDENDS
We have not declared any
dividends on our common stock since our inception and we do not expect to
declare any dividends in the foreseeable future. There are no provisions in
our Articles of Incorporation or bylaws that limit our ability to pay dividends
on our common stock. Chapter 78 of the Nevada Revised Statutes (the “NRS”),
does provide certain limitations on our ability to declare dividends. Section
78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where,
after giving effect to the distribution of the dividend:
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(a)
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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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(b)
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except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution.
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RECENT SALES OF
UNREGISTERED SECURITIES
None.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION.
The following
discussion and analysis of our financial condition and results of operations
should be read in conjunction with our financial statements and the related
notes appearing elsewhere in this report. This discussion and analysis may
contain forward-looking statements based on assumptions about our future
business. Our actual results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors, including but
not limited to those set forth under “Risk Factors” and elsewhere in this
report.
This discussion presents management’s
analysis of our results of operations and financial condition as of and for
each of the years in the two-year period ended December 31, 2014. The
discussion should be read in conjunction with our financial statements and the
notes related thereto which appear elsewhere in this report.
9
Year
End Summary
|
|
Year Ended December 31, |
|
|
Percentage
Increase / (Decrease)
|
|
|
|
2014
|
|
|
2013 |
|
|
|
|
Operating Expenses – Continuing Operations
|
$ |
215,855 |
|
$ |
165,448 |
|
|
30.5% |
|
Loss from Continuing Operations
|
|
(215,855 |
) |
|
(165,448 |
) |
|
30.5% |
|
|
|
|
|
|
|
|
|
|
|
Loss from Discontinued Operations
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56,250 |
|
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294,773 |
|
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(80.9% |
) |
Total Loss from Discontinued Operations
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56,250 |
|
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294,773 |
|
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(80.9% |
) |
Net Loss
|
$ |
(272,105 |
) |
$ |
(460,221 |
) |
|
(40.9% |
) |
Revenues
We did not record any revenues during the fiscal years ended December 31,
2014 and 2013. We do not currently have any sales or revenue history with
respect to the Quantumcharger Technology. As such, there is no assurance that
our business efforts in this area will prove to be successful.
Operating Costs Continuing Operations
Our
operating expenses for continuing operations for the years ended December 31,
2014 and 2013 are outlined in the table below:
. |
|
Year Ended December 31 |
|
|
Percentage Increase / (Decrease) |
|
|
|
2014 |
|
|
2013 |
|
|
|
|
Professional Fees |
$ |
78,917 |
|
$ |
103,771 |
|
|
(24.0% |
) |
General and Administrative |
|
16,289 |
|
|
24,177 |
|
|
(32.6% |
) |
Stock Based Compensation |
|
120,649 |
|
|
37,500 |
|
|
221.7% |
|
TOTAL |
$ |
215,855 |
|
$ |
165,448 |
|
|
30.5% |
|
Our operating expenses increased by $50,407 during
the fiscal year ended December 31, 2014 as compared to the fiscal year ended
December 31, 2013. The increase was primarily caused by a $83,149 increase in stock
based compensation, which was partially offset by a decreases of $25,052 in professional
fees and $7,888 in general and administrative expenses during the same period.
Professional fees consist primarily of
fees associated with legal and accounting fees resulting from the filing
requirements necessary for a public company.
General and administrative expenses primarily
relate to management fees, regulatory expenses, depreciation, Internet
services, travel, entertainment, automotive and office expenses.
Stock based compensation relates to earn-in
shares provided to management.
10
Loss From Discontinued Operations
Marketing expenses consist of consulting fees
incurred in the development and marketing of the DFRS Products.
During the years ended December 31, 2014 and 2013,
we recorded losses from discontinued operations of $56,250 and $294,773
respectively..
During the year ended December 31, 2014, the loss
from discontinued operations to our operations in the diesel retrofit
industry. During the year ended December 3, 2013, $273,510 of our losses form
discontinued operatiosn related to our acivities in ths sofatwars as services
sector and the balance of $21,263 to our operations in the diesel retrofit
industry.
Net Loss
During the year ended December 31, 2014 we
incurred net losses of $272,105 compared to losses of $460,221 dueing the year
ended December 3, 2013, due to the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
Working Capital
|
|
At December 31, 2014 |
|
|
At December 31, 2013 |
|
|
Percentage Increase / (Decrease) |
|
Current Assets |
$ |
551 |
|
$ |
4,670 |
|
|
(88.2% |
) |
Current Liabilities |
|
(137,505 |
) |
|
(47,631 |
) |
|
188.7% |
|
Working Capital Deficit |
$ |
(136,954 |
) |
$ |
(42,961 |
) |
|
218.8% |
|
Cash Flows
|
|
Year ended December 31, 2014 |
|
|
Year ended December 31, 2013 |
|
|
|
|
|
|
|
|
Cash Flows (Used In) Operating Activities |
$ |
(31,813 |
) |
$ |
(204,420 |
) |
Cash Flows (Used In) Investing Activities |
|
- |
|
|
(92,285 |
) |
Cash Flows Provided By Financing Activities |
|
27,694 |
|
|
285,000 |
|
Net (Decrease) In Cash During Year |
$ |
(4,119 |
) |
$ |
(11,705 |
) |
Cash Flows (Used In) Operating Activities
Druing the years eneded December 31, 2014 and 2013 we used cash of
$31,813 and $90,371, respectively in continuing operations.
During the year ended December 31, 2014, we incurred operating losses of
$272,105 which were reduced for cash flow purposes by net non cash stock
compensation expense of $120,649, loss on discountinued CCAT distriburship
operations of $56,250, and depreciation of $1,213 and by an increase in
accounts payable and accrued expesnes of $62,180.
By comparison during the year ended December 31, 2013, we incurred
operating losses of $460,221 which were reduced for cash flow purposes by net
non cash stock compensation expsense of $37,500, loss on discountinued SAAS and
CCAT distriburship operations of $294,773 and by an increase in accounts
payable and accrued expenses of $37,631. We further used cash of $114,103 in
our discontinued SAAS abd CCAT distriburship operations.
11
Cash Flows (Used In) Investing Activities
We neither used nor generated cash flow from
invetsing activities related to continuing operatiions during the years ended
Decemebr 31, 2014 or 2013.
During the year ended December 31, 2013 we used $92,285
in investing activities relating to the discontinued SAAS and CCAT distriburship operations.
Cash Flows Provided By Financing Activities
Druing the years ending December 31, 2014 and 2013, net cash provided by
financing activities totaled $27,694 and $285,000 respectively. In the year ended
December 31, 2014 we received all $27,694 by way of loan form related party. By
comparison during the year ended December 31, 2013, we received $150,000 form
the sale of shares of commons stock, $10,00 by way of loan from related party
and $125,000 by way of financing related to the discontinued SAAS and CCAT
distriburship operations.
Our plan of operation calls for us to spend significantly more than our
current capital resources or the amount of financing that we have been able to
obtain to date. Any substantial financing that we are able to obtain is
expected to be in the form of equity financing.
Critical Accounting Policies
The preparation of financial
statements in conformity with United States generally accepted accounting
principles requires our management to make estimates and assumptions that
affect the reported amount 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.
Actual results could differ from those estimates. Our management routinely
makes judgments and estimates about the effects of matters that are inherently
uncertain.
We have identified certain
accounting policies, described below, that are most important to the portrayal
of our current financial condition and results of operations. Our significant
accounting policies are also disclosed in the notes to our audited consolidated
financial statements for the period ended December 31, 2013 included in this Annual
Report on Form 10-K. The following is a review of the more critical accounting
policies used by us:
Going concern
As of December 31, 2014, we had
current assets of $551, comprising of cash, and current liabilities of $137,505,
resulting in a working capital deficit of $136,954. We had neither the funds
nor an established profitable business to finance payment of our liabilities in
the normal course of business or our ongoing business plan. Our business plan
requires that we raise additional capital to fund our operations throughout
2015 and there can be no assurance that we will be able to raise any or all of
the capital required. We have generated no revenue from our operations and have
incurred a net loss of $272,105 and net cash used in operating activities of
$31,813 during the year ended December 31, 2014. We will have to obtain
additional funding from the sale of our securities, the sale of debt
instruments or from strategic transactions in order to fund our current level
of operations and there can be no assurance that we will be able to raise any
or all of the capital required. If the Company is unable to generate sufficient
cash flow from operations and, or, continue to obtain financing to meet its
working capital requirements, it may have to curtail its business sharply or
cease business altogether.
The accompanying financial
statements have been prepared assuming that the Company will continue as a
going concern that contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. However, the ability of the
Company to continue as a going concern on a longer-term basis will be dependent
upon the ability to generate sufficient cash flow from operations to meet its
obligations on a timely basis, the ability to successfully raise additional
financing, and the ability to ultimately attain profitability.
12
Development stage
company
In June 2014,
the Financial Accounting Standards Board ("FASB") issued update ASU
2014-10, “Development Stage Entities (Topic 915)”. Amongst other
things, the amendments in this update removed the definition of development
stage entity from Topic 915, thereby removing the distinction between
development stage entities and other reporting entities from US GAAP. In
addition, the amendments eliminate the requirements for development stage
entities to (1) present inception-to-date information on the statements of
income, cash flows and shareholders’ equity, (2) label the financial statements
as those of a development stage entity; (3) disclose a description of the
development stage activities in which the entity is engaged and (4) disclose in
the first year in which the entity is no longer a development stage entity that
in prior years it had been in the development stage. The amendments are
effective for annual reporting periods beginning after December 31, 2014 and
interim reporting periods beginning after December 15, 2015, however entities
are permitted to early adopt for any annual or interim reporting period for
which the financial statements have yet to be issued. The Company has
elected to early adopt these amendments and accordingly have not labeled the
financial statements as those of a development stage entity and have not
presented inception-to-date information on the accompanying financial
statements.
Cash
For purposes of the balance sheet and
statement of cash flows, the Company considers all highly liquid debt
instruments purchased with an original maturity of three months or less to be
cash equivalents.
Fair value estimates
Pursuant to the Accounting Standards
Codification (“ASC”) No. 820, “Disclosures About Fair Value of Financial
Instruments”, the Company records its financial assets and liabilities at
fair value. ASC No. 820 provides a framework for measuring fair value, clarifies
the definition of fair value and expands disclosures regarding fair value
measurements. ASC No. 820 establishes a three-tier hierarchy, which prioritizes
the inputs used in the valuation methodologies in measuring fair value:
|
Level 1 -
|
Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
|
|
Level 2 -
|
Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset/liability’s anticipated life.
|
|
Level 3 -
|
Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
|
The fair value of a financial
instrument is the amount for which the instrument could be exchanged in a
current transaction between willing parties. Cash, accounts payable and loan
payable- related party approximate fair value because of the short maturity of
these instruments. The Company currently has no other financial assets or
liabilities that are measured at fair value.
The
Company’s non-financial assets, which consist of Patent Technology (see Note 5),
are not required to be measured at fair value on a recurring basis. However, if
certain triggering events occur, or if an annual impairment test is required
and the Company is required to evaluate the non-financial asset for impairment,
a resulting asset impairment would require that the non-financial asset be
recorded at the fair value.
Stock-based compensation
Stock based compensation expense
is recorded for stock and stock options awarded in return for services
rendered. The expense is measured at the grant-date fair value of the award and
recognized as compensation expense on a straight-line basis over the service
period, which is the vesting period. The Company estimates forfeitures that it
expects will occur and records expense based upon the number of awards expected
to vest.
13
Net loss per common share
Net loss per common share is computed
pursuant to ASC No. 260 “Earnings Per Share”. Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of
common stock outstanding during the period. Diluted net loss per share is
computed by dividing net loss by the weighted average number of shares of
common stock and potentially outstanding shares of common stock during each
period. Our Basic and Diluted Loss per share were identical in both the twelve
months ended December 31, 2013 and 2013 as we incurred losses in both years and
the inclusion of any potentially dilutive shares would have had an
anti-dilutive effect on our loss per share calculation
Recently issued accounting
pronouncements
We have
reviewed all recently issued, but not yet effective, accounting pronouncements
and do not believe the future adoption of any such pronouncements may be
expected to cause a material impact on our financial condition or the results
of our operations.
Off-Balance Sheet Arrangements
We have no
significant off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to stockholders.
14
ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.
15
Board of Directors
Nouveau Ventures Inc.
(formerly SaaSMAX, Inc.)
La Crescenta, CA, 91214
We have audited the accompanying balance sheets of Nouveau
Ventures Inc. (formerly SaaSMAX, Inc) as of December 31,
2014 and 2013, and the related statement of operations, changes in
stockholders' equity (deficit) and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit 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 audit provides 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 Nouveau Ventures
Inc. (formerly SaaSMAX, Inc) as of December 31, 2014 and 2013, and the results
of its operations and cash flows for 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 the Company will continue as a going concern. As discussed in Note 1 to
the financial statements the Company has suffered losses and negative cash flow
from operations which raises 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.
Cutler &
Co., LLC
Wheat Ridge,
formerly Arvada, Colorado
July 30, 2015
9605 West 49th Ave. Suite 200 Wheat
Ridge, Colorado 80033 ~ Phone 303-968-3281 ~ Fax 303-456-7488 ~
www.cutlercpas.com |
16
NOUVEAU VENTURES, INC.
(Formerly SaaSMAX, INC.)
CONSOLIDATED BALANCE SHEETS
|
|
December 31, 2014 |
|
|
December 31, 2013 |
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash |
$ |
551 |
|
$ |
4,670 |
|
Total current assets |
|
551 |
|
|
4,670 |
|
|
|
|
|
|
|
|
Distributor agreement, net |
|
- |
|
|
56,250 |
|
Patent technology |
|
58,787 |
|
|
- |
|
|
|
|
|
|
|
|
Total assets |
$ |
59,338 |
|
$ |
60,920 |
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
Accounts payable and accrued expenses |
$ |
99,810 |
|
$ |
37,631 |
|
Loan payable - related party |
|
37,695 |
|
|
10,000 |
|
Total current liabilities |
|
137,505 |
|
|
47,631 |
|
|
|
|
|
|
|
|
Total liabilities |
|
137,505 |
|
|
47,631 |
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity (deficit) |
|
|
|
|
|
|
Preferred stock, $0.001 par value; 20,000,000 shares authorized; no shares issued and outstanding |
|
- |
|
|
- |
|
Common stock, $0.001 par value; 1,200,000,000 shares authorized; 50,018,888 and 58,818,888 shares issued and outstanding as of December 31, 2014 and 2013, respectively |
|
50,019 |
|
|
58,819 |
|
Additional paid-in capital |
|
1,264,335 |
|
|
1,074,886 |
|
Accumulated deficit |
|
(1,392,521 |
) |
|
(1,120,416 |
) |
Total stockholders' equity (deficit) |
|
(78,167 |
) |
|
13,289 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity (deficit) |
$ |
59,338 |
|
$ |
60,920 |
|
The accompanying footnotes are an intregral part of these
consolidated financial statements
17
NOUVEAU VENTURES, INC.
(formerly SaaSMAX, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
Year ended December 31, |
|
|
|
2014 |
|
|
2013 |
|
|
|
|
|
|
|
|
Revenues |
$ |
- |
|
$ |
- |
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
Professional fees |
|
78,917 |
|
|
103,771 |
|
General and administrative |
|
16,289 |
|
|
24,177 |
|
Stock based compensation |
|
120,649 |
|
|
37,500 |
|
Total operating expenses |
|
215,855 |
|
|
165,448 |
|
|
|
|
|
|
|
|
Net loss from continuing operations |
|
(215,855 |
) |
|
(165,448 |
) |
|
|
|
|
|
|
|
Discontinued operations: |
|
|
|
|
|
|
Loss from discontinued software as services operations (including $0 from gain on disposal) |
|
- |
|
|
(273,510 |
) |
Loss from discontinued CCAT distributorship operations (including $0 from gain on disposal) |
|
(56,250 |
) |
|
(21,263 |
) |
Total discontinued operations |
|
(56,250 |
) |
|
(294,773 |
) |
|
|
|
|
|
|
|
Net loss |
$ |
(272,105 |
) |
$ |
(460,221 |
) |
|
|
|
|
|
|
|
Net loss per share - Basic and fully diluted |
|
|
|
|
|
|
From continuing operations |
|
(0.01 |
) |
$ |
(0.00 |
) |
From discontinued operations |
|
(0.01 |
) |
|
(0.01 |
) |
Net loss per share - basic and fully diluted |
|
(0.01 |
) |
$ |
(0.01 |
) |
|
|
|
|
|
|
|
Weighted average number of common |
|
|
|
|
|
|
shares outstanding - basic and fully diluted |
|
51,492,861 |
|
|
51,818,888 |
|
The accompanying footnotes are an intregral part of these
consolidated financial statements
18
NOUVEAU VENTURES INC.
CONSOLIDATED STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY (DEFICIT)
For the Years Ended December 31, 204 and
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit |
|
|
|
|
|
|
|
|
|
Additional |
|
|
Deferred |
|
|
|
|
|
During |
|
|
|
|
|
|
Common Stock |
|
|
Paid-In |
|
|
Comp. |
|
|
Founders' |
|
|
Development |
|
|
|
|
|
|
Shares (1) |
|
|
Amount (1) |
|
|
Capital (1) |
|
|
Expense |
|
|
Receivable |
|
|
Stage |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2012 |
|
53,156,448 |
|
$ |
53,156 |
|
$ |
652,365 |
|
$ |
(8,491 |
) |
$ |
(36,000 |
) |
$ |
(660,195 |
) |
$ |
835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt discount related to beneficial conversion feature |
|
- |
|
|
- |
|
|
27,739 |
|
|
- |
|
|
- |
|
|
- |
|
|
27,739 |
|
Earned compensation expense - vested options |
|
- |
|
|
- |
|
|
- |
|
|
5,660 |
|
|
- |
|
|
- |
|
|
5,660 |
|
Cancellation of common stock for sale of subsidiary - July 2013 |
|
(25,880,448 |
) |
|
(25,880 |
) |
|
(1,052,472 |
) |
|
- |
|
|
- |
|
|
- |
|
|
(1,078,352 |
) |
Capital contribution related to sale of Subsidiary to related party |
|
- |
|
|
- |
|
|
1,086,797 |
|
|
- |
|
|
- |
|
|
- |
|
|
1,086,797 |
|
Sale of Subsidiary equity accounts to related party - July 2013 |
|
- |
|
|
- |
|
|
(33,000 |
) |
|
2,831 |
|
|
36,000 |
|
|
- |
|
|
5,831 |
|
Issuance of common stock for Distributor Agreement - July 2013 |
|
300,000 |
|
|
300 |
|
|
12,200 |
|
|
- |
|
|
- |
|
|
- |
|
|
12,500 |
|
Issuance of common stock for conversion of debt - July 2013 |
|
9,642,888 |
|
|
9,643 |
|
|
215,357 |
|
|
- |
|
|
- |
|
|
- |
|
|
225,000 |
|
Issuance of common stock for management agreement - July 2013 |
|
18,000,000 |
|
|
18,000 |
|
|
732,000 |
|
|
- |
|
|
- |
|
|
- |
|
|
750,000 |
|
Deferred compensation |
|
- |
|
|
- |
|
|
(750,000 |
) |
|
- |
|
|
- |
|
|
- |
|
|
(750,000 |
) |
Proceeds from issuance of common stock for cash -August 2013 |
|
2,400,000 |
|
|
2,400 |
|
|
97,600 |
|
|
- |
|
|
- |
|
|
- |
|
|
100,000 |
|
Issuance of common stock for Payment of Promissory Note -August 2013 |
|
1,200,000 |
|
|
1,200 |
|
|
48,800 |
|
|
- |
|
|
- |
|
|
- |
|
|
50,000 |
|
Stock based compensation |
|
- |
|
|
- |
|
|
37,500 |
|
|
- |
|
|
- |
|
|
- |
|
|
37,500 |
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(460,221 |
) |
|
(460,221 |
) |
Balance, December 31, 2013 |
|
58,818,888 |
|
|
58,819 |
|
|
1,074,886 |
|
|
- |
|
|
- |
|
|
(1,120,416 |
) |
|
13,289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation of earn-out shares |
|
(9,000,000 |
) |
|
(9,000 |
) |
|
9,000 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Stock based compensation |
|
- |
|
|
- |
|
|
139,399 |
|
|
- |
|
|
- |
|
|
- |
|
|
139,399 |
|
Issuance of stock for Technology Acquisition Agreement |
|
200,000 |
|
|
200 |
|
|
59,800 |
|
|
- |
|
|
- |
|
|
- |
|
|
60,000 |
|
Gain on cancellation of earn-out shares |
|
- |
|
|
- |
|
|
(18,750 |
) |
|
- |
|
|
- |
|
|
- |
|
|
(18,750 |
) |
Net loss |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(272,105 |
) |
|
(272,105 |
) |
Balance, December 31,2014 |
|
50,018,888 |
|
$ |
50,019 |
|
$ |
1,264,335 |
|
$ |
- |
|
$ |
- |
|
$ |
(1,392,521 |
) |
$ |
(78,167 |
) |
(1) As retrospectively restated for the 1:12 forward split
completed effective April 16, 2014.
The accompanying footnotes are an intregral part of these
consolidated financial statements
19
NOUVEAU VENTURES, INC.
(formerly SaaSMAX, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
Year ended December 31, |
|
|
|
2014 |
|
|
2013 |
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
Net loss |
$ |
(272,105 |
) |
$ |
(460,221 |
) |
Loss from discontinued software as services operations |
|
- |
|
|
273,510 |
|
Loss from discontinued CCAT distributorship operations |
|
56,250 |
|
|
21,263 |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
Stock based compensation |
|
139,399 |
|
|
37,500 |
|
Gain on cancellation of earn-out shares |
|
(18,750 |
) |
|
- |
|
Depreciation and amortization |
|
1,213 |
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
62,180 |
|
|
37,631 |
|
Net cash used in operating activities - continuing operations |
|
(31,813 |
) |
|
(90,317 |
) |
Net cash used in operating activities - discontinued operations |
|
- |
|
|
(114,103 |
) |
Net cash used in operating activities |
|
(31,813 |
) |
|
(204,420 |
) |
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
Purchase of distribution agreement |
|
- |
|
|
- |
|
Net cash used in investing activities - continuing operations |
|
- |
|
|
- |
|
Net cash used in investing activities - discontinued operations |
|
- |
|
|
(92,285 |
) |
Net cash used in investing activities |
|
- |
|
|
(92,285 |
) |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
Proceeds from loan payable - related party |
|
27,694 |
|
|
10,000 |
|
Proceeds from sale of common stock |
|
- |
|
|
150,000 |
|
Net cash provided by financing activities - continuing operations |
|
- |
|
|
160,000 |
|
Net cash provided by financing activities - discontinued operations |
|
- |
|
|
125,000 |
|
Net cash provided by financing activities |
|
27,694 |
|
|
285,000 |
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
(4,119 |
) |
|
(11,705 |
) |
|
|
|
|
|
|
|
Cash, beginning of period |
|
4,670 |
|
|
16,375 |
|
|
|
|
|
|
|
|
Cash, end of period |
$ |
551 |
|
$ |
4,670 |
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
Interest paid |
$ |
- |
|
$ |
- |
|
Income taxes apid |
$ |
- |
|
$ |
- |
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash investing and financing activities: |
|
|
|
|
|
|
Net liabilities on transfer of Sunsidiary |
$ |
- |
|
$ |
8,445 |
|
Issue stock for Distribution Agreement Agree |
$ |
- |
|
$ |
12,500 |
|
Issue stock for Technology Acquisition Agreement |
$ |
60,000 |
|
$ |
- |
|
Issue asset for stock |
$ |
- |
|
$ |
- |
|
Cancellation of shares of common stock |
$ |
9,000 |
|
$ |
1,078,352 |
|
Issuance of stock for conversion of debt |
$ |
- |
|
$ |
127,739 |
|
The accompanying footnotes are an intregral part of these
consolidated financial statements
20
NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013
NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT
ACCOUNTING POLICIES
Nouveau
Ventures Inc. (“Nouveau”, the “Company”, “we”, “us” or “our”) was incorporated
on January 19, 2011 (“Inception”) in the State of Nevada under the name SaaSMAX,
Inc (“SaaSMAX”).
Effective
September 8, 2014, SaaSMAX changed its name to Nouveau Ventures Inc.
From
Inception through the end of June 2013, the Company developed and launched an
online global business-to-business marketplace for software-as-a-service
(“SAAS”) providers, resellers and users. On July 1, 2013, the Company
transferred all of its assets and business operations to SaaSMAX Corp.
(“Corp”), the Company’s then wholly-owned subsidiary, in exchange for Corp
assuming all of the Company’s indebtedness at that date, other than Convertible
Notes totaling $225,000. On July 10, 2013, the Company entered into a Share
Exchange Agreement (the “Share Exchange Agreement”) with Dina Moskowitz, the
Company’s sole Executive Officer and Director whereby Ms. Moskowitz cancelled
25,880,448 of her common shares of the Company, in consideration for her
acquisition of all of the issued and outstanding common shares of Corp. See
further discussion in Note 2 – Discontinued Operations.
Effective July, 9,
2013, we decided to shift our business operations to the marketing, selling and
distribution of a propane diesel dual fuel retrofit system (“DFRS Products”)
owned by California Clean Air Technologies, LLC, a Nevada limited liability
company (“CCAT”).
In August, 2014, we
acquired a patented technology for optimizing airflow to internal combustion
engines to create more power (the “Quantumcharger Technology”) and inventions
utilizing the Quantumcharger Technology that are the subject of United States
Patent No. US 7,849,840 (the “Patent”).
Subsequent to the
fiscal year ended December 31, 2014, the Company elected not to proceed with
the distribution of DFRS products and elected to allow their exclusive
distributor agreement with CCAT to remain in default for lack of payment of
royalties. We provided in full against the cost of our CCAT distributor
agreement as of December 31, 2014 as further described in in Note 2 –
Discontinued Operations.
Consequently, the
Company has now shifted its focus to its developing its Quantumcharger
Technology.
Going concern
As
of December 31, 2014, we had current assets of $551, comprising of cash, and
current liabilities of $137,505, resulting in a working capital deficit of
$136,954. We had neither the funds nor an established profitable business to
finance payment of our liabilities in the normal course of business or of our
ongoing business plan. No assurance can be given that the Quantumcharger
Technology acquired (see Note 5) will be successful and result in profits for
the Company. Our business plan requires that we raise additional capital to fund
our operations throughout 2015 and there can be no assurance that we will be
able to raise any or all of the capital required. We have generated no revenue
from our operations either from our Quantumcharger Technology or as a
distributor of DRFS Products and have incurred a net loss of $272,105 and net
cash used in continuing operating activities of $31,813 during the year ended
December 31, 2014. We will have to obtain additional funding from the sale of
our securities, the sale of debt instruments or from strategic transactions in
order to fund our current level of operations and there can be no assurance that
we will be able to raise any or all of the capital required. If the Company is
unable to generate sufficient cash flow from operations and, or, continue to
obtain financing to meet its working capital requirements, it may have to
curtail its business sharply or cease business altogether.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern that contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. However,
the ability of the Company to continue as a going concern on a longer-term
basis will be dependent upon the ability to generate sufficient cash flow from
operations to meet its obligations on a timely basis, the ability to successfully
raise additional financing, and the ability to ultimately attain profitability.
21
NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013
Basis of presentation
The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and
are presented in US dollars. The Company’s year-end is December 31.
Development Stage Company
In
June 2014, the Financial Accounting Standards Board ("FASB") issued
update ASU 2014-10, “Development Stage Entities (Topic
915)”. Amongst other things, the amendments in this update
removed the definition of development stage entity from Topic 915, thereby
removing the distinction between development stage entities and other reporting
entities from US GAAP. In addition, the amendments eliminate the
requirements for development stage entities to (1) present inception-to-date
information on the statements of income, cash flows and shareholders’ equity,
(2) label the financial statements as those of a development stage
entity; (3) disclose a description of the development stage activities in
which the entity is engaged and (4) disclose in the first year in which the
entity is no longer a development stage entity that in prior years it had been
in the development stage. The amendments are effective for annual
reporting periods beginning after December 31, 2014 and interim reporting
periods beginning after December 15, 2015, however entities are permitted to
early adopt for any annual or interim reporting period for which the financial
statements have yet to be issued. The Company has elected to early adopt
these amendments and accordingly have not labeled the financial statements as
those of a development stage entity and have not presented inception-to-date
information on the accompanying financial statements.
Use of estimates
The
preparation of financial statements in conformity with 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.
Actual results could differ from those estimates.
Cash
For
purposes of the balance sheet and statement of cash flows, the Company
considers all highly liquid debt instruments purchased with an original
maturity of three months or less to be cash equivalents.
Intangible Assets
Purchased
intangible assets are recorded at cost, where cost is the amount of cash or
cash equivalents paid or the fair value of other consideration given to acquire
an asset at the time of its acquisition. The cost of such an intangible asset
is measured at fair value unless the exchange transaction lacks commercial
substance or the fair value of neither the asset received nor the asset given
up is reliably measurable. If the fair value of either the asset received or
the asset given up can be measured reliably, then the fair value of the asset
given up is used to measure cost unless the fair value of the asset received is
more clearly evident.
Intangible
assets with finite useful lives that are acquired separately are carried at
cost less accumulated amortization and accumulated impairment losses.
Amortization is recognized on a straight-line basis over their estimated useful
lives. The estimated useful life and amortization method are reviewed at the
end of each reporting period, with the effect of any changes in estimate being
accounted for on a prospective basis. Intangible assets which have indefinite
lives are not amortized, and are stated at cost less accumulated impairment
losses.
22
NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013
Financial Instruments
Pursuant
to the Accounting Standards Codification (“ASC”) No. 820, “Disclosures About
Fair Value of Financial Instruments”, the Company records its financial
assets and liabilities at fair value. ASC No. 820 provides a framework for
measuring fair value, clarifies the definition of fair value and expands
disclosures regarding fair value measurements. ASC No. 820 establishes a
three-tier hierarchy, which prioritizes the inputs used in the valuation
methodologies in measuring fair value:
Level
1—Inputs are unadjusted, quoted prices in active markets for identical assets
or liabilities at the measurement date.
Level
2—Inputs (other than quoted prices included in Level 1) are either directly or
indirectly observable for the asset or liability through correlation with
market data at the measurement date and for the duration of the
asset/liability’s anticipated life.
Level
3—Inputs reflect management’s best estimate of what market participants would
use in pricing the asset or liability at the measurement date. Consideration is
given to the risk inherent in the valuation technique and the risk inherent in
the inputs to the model.
The
fair value of a financial instrument is the amount for which the instrument
could be exchanged in a current transaction between willing parties. Cash,
accounts payable, accrued expenses and loan payable related party approximate
fair value because of the short maturity of these instruments. The Company
currently has no other financial assets or liabilities that are measured at
fair value.
The
Company’s non-financial assets, which consist of an Exclusive Distributor
Agreement (see Note 4) and Patent Technology (see Note 5), are not required to
be measured at fair value on a recurring basis. However, if certain triggering
events occur, or if an annual impairment test is required and the Company is
required to evaluate the non-financial asset for impairment, a resulting asset
impairment would require that the non-financial asset be recorded at the fair
value.
Income Taxes
The
Company accounts for income taxes in accordance with FASB ASC 740 "Income
Taxes". Under FASB ASC 740, deferred income taxes are recognized for the
tax consequences in future years of differences between the tax bases of assets
and liabilities and their financial statement reported amounts at each period
end, based on enacted tax laws and statutory tax rates applicable to the
periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax
assets to the amounts expected to be realized. The provision for income taxes
represents the tax expense for the period, if any, and the change during the
period in deferred tax assets and liabilities. FASB ASC 740 also provides
criteria for the recognition, measurement, presentation and disclosure of
uncertain tax positions. Under FASB ASC 740, the impact of an uncertain tax
position on the income tax return may only be recognized at the largest amount
that is more-likely-than-not to be sustained upon audit by the relevant taxing
authority. As of December 31, 2014 and 2013, a full deferred tax asset
valuation allowance has been provided and no deferred tax asset has been
recorded.
Revenue recognition
The
Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards
Codification for revenue recognition. The Company recognizes revenue when it is
realized or realizable and earned. The Company considers revenue realized or
realizable and earned when all of the following criteria are met: (i)
persuasive evidence of an arrangement exists, (ii) the product has been shipped
or the services have been rendered to the customer; (iii) the sales price is
fixed or determinable, and (iv) collectability is reasonably assured. Deferred
revenues shall be recorded when cash has been collected, however the related
service has not yet been provided.
23
NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013
Net loss per common share
Net
loss per common share is computed pursuant to ASC No. 260 “Earnings Per Share”.
Basic net loss per share is computed by dividing net loss by the weighted
average number of shares of common stock outstanding during the period. Diluted
net loss per share is computed by dividing net loss by the weighted average
number of shares of common stock and potentially outstanding shares of common
stock during each period. Dilutive loss per share excludes all potential common
shares if their effect is anti-dilutive.
No
potentially dilutive debt or equity instruments were issued or outstanding
during the twelve months ended December 31, 2014 or 2013.
Recently issued accounting
pronouncements
The
Company has reviewed all recently issued, but not yet effective,
accounting pronouncements and does not believe the future adoption of any such
pronouncements may be expected to cause a material impact on our financial
statements.
NOTE
2 – DISCONTINUED OPERATIONS
A) CCAT Exclusive Distributorship
Subsequent to the
fiscal year ended December 31, 2014, the Company elected not to proceed with
the Exclusive Distributor Agreement (see Note 4) and to allow their exclusive
distributor agreement with CCAT to remain in default for lack of payment of
royalties. Accordingly, we provided in full against the remaining cost of our
CCAT distributor agreement as of December 31, 2014 and consequently during the
year ended December 31, 2014, the Company recorded a loss on the discontinuance
of the CCAT distribution business of $56,250 (2013- $6,250).
|
|
December 31, 2014 |
|
|
December 31, 2013 |
|
|
|
|
|
|
|
|
Amortization |
$ |
12,430 |
|
$ |
6,250 |
|
Marketing expenses |
|
- |
|
|
15,013 |
|
Write off carrying value of the distribution agreement |
|
43,820 |
|
|
- |
|
Discontinued operations loss |
$ |
56,250 |
|
$ |
21,263 |
|
B)
Software as a Service Business
As a result of the
Share Exchange Agreement entered into on July 10, 2013, with Ms. Moskowitz,
all assets and liabilities, other than Convertible Notes totaling $225,000,
of Corp were sold to Ms. Moskowitz. The operations relating to that business
prior to July 1, 2013 are reported as discontinued operations in the
accompanying consolidated statements of operations.
24
NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013
The
components of the discontinued operations are as follows:
|
|
December 31,
2013 |
|
Revenues |
$ |
6,628 |
|
Cost of services |
|
4,825 |
|
Gross profit |
$ |
1,083 |
|
Operating expenses |
|
|
|
Salaries and professional fees |
|
84,409 |
|
Technology and development |
|
19,285 |
|
General and administrative |
|
44,983 |
|
Total operating expenses |
$ |
148,677 |
|
Loss from operations |
|
(46,874 |
) |
Other expense |
|
|
|
Interest expense |
|
102,636 |
|
Legal settlement |
|
24,000 |
|
Total other expense |
|
126,636 |
|
Net loss |
$ |
(273,510 |
) |
NOTE 3 – RELATED PARTY TRANSACTIONS
As
of December 31, 2014, a shareholder of the Company has loaned us $37,695 (2013
- $10,000) for working capital needs. The loans accrue interest at 10% per
annum, compound annually and are due on demand.
On
July 22, 2013, the Company entered into consulting agreements with Mr. Rainer,
to act as Director, Chief Financial Officer, Secretary and Treasurer of the
Company and Mr. Moll, to act as Director, Chief Executive Officer and President
of the Company (the “Consultant(s)”). The consulting agreements were to
continue until July 21, 2023, subject to earlier termination as provided in the
consulting agreements. During the term of the consulting agreements, and
subject to the Company completing equity financing totaling not less than
$1,000,000, the Company shall pay each of the Consultants a base consulting fee
of $5,000 per month in consideration of their services.
Effective
February 4, 2014, Harold C. Moll resigned as our Chief Executive Officer,
President and as a Director. The resignation of Mr. Moll was not due to or
caused by any disagreement with us, related to our operations, policies,
practices or otherwise. Rob Rainer, our Chief Financial Officer, Secretary and
Treasurer and a Director, was appointed our Chief Executive Officer and
President to fill the vacancies resulting from Mr. Moll’s resignation.
In
connection with Mr. Moll’s resignation, Mr. Moll agreed to terminate his
Management Consulting Agreement dated July 22, 2013 and surrender to us for
cancellation the 9,000,000 Earn-Out Shares issued to him under his management
consulting agreement. In addition, Mr. Moll agreed to transfer 7,262,304 shares
of our common stock held by him to Rob Rainer.
See also Note 6 Stockholders’
Equity (Deficit) regarding Earn-Out Shares granted to the Consultants.
25
NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013
NOTE 3 – RELATED PARTY TRANSACTIONS CONTINUED
On closing of the
Patent Technology agreement (Note 5) effective August 23, 2014, under the terms
of the Patent Technology agreement, Mr. David St James became a director of the
Company, the Company agreed to issue Mr. St James 200,000 shares of the Company’s
common stock at a fair market value of $60,000 and to expend $100,000 per year
to develop the technology. In addition, Mr. St James retained a royalty of 5%
of gross revenues from exploitation of the technology subject to a minimum
royalty payment of $1,500 per calendar month. As of December 31, 2014, the
Company had paid Mr. St James royalties of $4,500 and a further $3,000 had been
accrued to be paid to Mr. St. James in respect of the minimum royalty payment due
for the period ended December 31, 2014. This amount is included in accounts payable
and was paid in full subsequent to December 31, 2014 but prior to the issuance
of these financial statements.
NOTE 4 – EXCLUSIVE DISTRIBUTOR AGREEMENT
The
Company entered into an agreement dated July 9, 2013 (the “Exclusive
Distributor Agreement”) with California Clean Air Technologies, LLC, a Nevada
limited liability company (“CCAT”) whereby the Company obtained the exclusive
distribution rights in Canada (non-exclusive for British Columbia, Alberta and
Saskatchewan) to market, sell and distribute a propane diesel duel fuel
retrofit system (“DFRS Products”) owned by CCAT.
CCAT
is a Southern California-based developer, marketer and distributor of diesel
engine retrofit products, including a patent-pending Propane Diesel Dual-Fuel
Retrofit SystemTM (“DFRS”). DFRS is a
retrofit system that demonstrates high (approximately 50%) substitution rates
of propane fuel for diesel fuel without loss of power or torque, while
exhibiting very low emissions of pollutants, such as hydrocarbons (HC),
nitrogen oxides (NOx), carbon monoxide (CO), and particulate matter (PM or
soot).
The
Exclusive Distributor Agreement is for a term of five (5) years unless sooner
terminated in accordance with the provisions of the Exclusive Distributor
Agreement. The Company has the right to extend the Agreement for an
additional five (5) year term, if it is in compliance with the Minimum Royalty
requirements described below.
Under
the terms of the Exclusive Distributor Agreement, as consideration for the
exclusive distribution rights, the Company (i) issued 300,000 shares of its
common stock to CCAT, and (ii) issued a promissory note in the principal amount
of $50,000 payable without interest on July 30, 2013. The promissory note
was paid in full as of December 31, 2013. As additional consideration for the
Exclusive Distributor Agreement, the Company agreed to pay to CCAT a royalty of
$750 per sale of DFRS Products. CCAT was to have the exclusive rights to
install the DFRS Products at a fixed price between $2,500 and $5,000, depending
on the size of the engine. CCAT could, on 30 days written notice, terminate the
Exclusive Distributor Agreement if the Company failed to achieve sufficient
sales to generate Minimum Royalties of $22,500 (Year 1), $37,500 (Year 2),
$60,000 (Year 3), $82,500 (Year 4), and $105,000 (Year 5).
The Exclusive
Distributor Agreement was valued by the Company at $62,500 and was being
amortized over the 5 year term. Amortization expense totaling $12,430 (2013 -$6,250)
is included in the accompanying statements of operations for the year ended
December 31, 2014.
Subsequent to
December 31, 2014, the Company decided its primary focus would be the
development of the Patent Technology acquired in the current year (see Note 5)
and the Company decided to allow their exclusive distributor agreement with
CCAT to remain in default for lack of payment of royalties. Accordingly, we
provided in full against the remaining $43,820 carrying cost of our CCAT
distributor agreement as of December 31, 2014 and consequently during the year
ended December 31, 2014 the Company recorded a loss on the discontinuance of the
CCAT distribution business of $56,250 (2013- $6,250).
26
NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013
NOTE 5 – PATENT TECHNOLOGY
On
August 19, 2014, we entered into a Technology Acquisition Agreement (the
“Technology Acquisition Agreement”) with David St. James (the “Inventor”).
Closing of the Technology Acquisition Agreement occurred on August 23, 2014
(“Closing”). Under the terms of the Technology Acquisition Agreement, the
Inventor assigned his right, title and interest in a patented technology for
optimizing airflow to internal combustion engines to create more power (the
“Technology”) and inventions utilizing the Technology that are the subject of
United States Patent No. US 7,849,840 (the “Patent”) in consideration of the
following:
1.
Issuance to the Inventor of 200,000 shares of our common stock (the “Shares”)
valued at $0.30 per share, representing the most recent price for which our
common stock had sold in the market place. The Shares have been issued and are
held in the custody of our legal counsel and are being released to the Inventor
on the following schedule:
(a) |
50,000 Shares released on Closing ; |
(b) |
50,000 Shares released four (4) months after Closing; |
(c) |
50,000 Shares released eight (8) months after Closing; and |
(d) |
50,000 Shares released twelve (12) months after Closing. |
Notwithstanding
that the certain of the Shares were held in custody and were not released to
the Inventor, all voting and dividend rights in respect of the Shares accrue to
the Inventor and he is entitled to exercise such rights and receive such
benefits in respect of the Shares.
The
50,000 Shares due to Mr. St James at Closing were released to him on August 23,
2014, the 50,000 Shares due to Mr. St James four months after Closing were
released to him on December 23, 2014 and the 50,000 Shares due to Mr. St James
eight months after Closing were released to him on April 23, 2015.
The
Technology Acquisition Agreement was valued at the total fair market value of
the Shares issued of $60,000 in the accompanying balance sheet and is being
amortized over the remaining 16 year life of the Patent.
In
the year ended December 31, 2014 the Company incurred an amortization expense
of $1,213 in respect of the cost of the Technology Acquisition Agreement.
2.
The Inventor also retained a royalty of 5% of gross revenues from the
exploitation of the Technology, subject to minimum royalty payments of $1,500
per calendar month.
As
of December 31, 2014, the Company had paid Mr. St James royalties of $4,500 and
a further $3,000 had been accrued to be paid to Mr. St. James in respect of the
minimum royalty payment due for the period ended December 31, 2014. This amount
is included in accounts payable and was paid in full subsequent to December 31,
2014 but prior to the issuance of these financial statements.
3.
As further consideration for the sale, assignment and transfer of the
Technology, we agreed to make expenditures of $100,000 to develop and
commercialize the Technology within twelve (12) months from Closing.
As
of December 31, 2014, and as of the date of the issuance of these financial statements,
the Company has not had the necessary funding to make the required $100,000
expenditure to develop and commercialize the Technology and there can be no
assurance that the Company will be able to raise the necessary funding to do
so.
We
have the right to sub-license our interest in the Technology, subject to the
Inventor being paid 30% of all revenues obtained through sub-licensing.
27
NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013
In
the event the Company is unable to fulfill its obligations under items (2) or (3)
above, and such default not being cured within 15 days written notice, the
Technology Acquisition Agreement may be terminated and Nouveau shall re-assign
the Patent and transfer the intellectual property to the Inventor. Any Shares
not released, or scheduled to be released in the next 30 days from the date of
termination shall be returned to the Company for cancellation and the Inventor
shall have no further rights in respect of such Shares. In the event of
termination, the value of the Patent, net of accumulated amortization will be
written down to $0.
NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT)
Effective
April 16, 2014 the Company completed a 12:1 forward stock split and all numbers
for shares of common stock disclosed in these financial statements have been retrospectively
restated for this forward stock split.
Cancellation
of earn out shares
Effective
February 4, 2014, Harold C. Moll resigned as our Chief Executive Officer,
President and as a Director. In connection with Mr. Moll’s resignation, Mr.
Moll agreed to terminate his Management Consulting Agreement dated July 22,
2013 and surrender to us for cancellation the 9,000,000 Earn-Out Shares issued
to him under his management consulting agreement.
Stock
based compensation
On
July 22, 2013, we issued a total of 18,000,000 shares of our common stock (the
“Earn-Out Shares”) to both Mr. Moll and Mr. Rainer under the terms of their
consulting agreements. The Earn-Out Shares are held in the custody of the
Company and will be released on the basis of 10% of the original number of
Earn-Out Shares on each anniversary of the consulting agreements. The Earn-Out
Shares are not beneficially owned by Mr. Moll or Mr. Rainer until they are
released to them on the respective anniversary dates. The Earn-Out Shares may
not be sold, transferred or pledged, and are subject to forfeiture under the
termination provisions of the management consulting agreements. The Earn-Out
Shares were valued at $750,000 based on the grant date fair value and are
included in additional paid in capital as deferred compensation.
During
the year ended December 31, 2014 and 2013, we recognized $139,399 and $37,500
of stock based compensation related to the earn-out shares in the accompanying audited
statements of operations.
Gain on cancellation of earn out shares
As
a result of Mr. Moll’s resignation and the cancellation of his earn out shares,
we recognized a gain in the amount of $18,750 which is included in other income
in the accompanying condensed consolidated statements of operations for the
year ended December 31, 2014.
Issuance of stock for the Technology
Acquisition Agreement
Effective
August 23, 2014, we issued 200,000 shares of our common stock, valued at $0.30 per
share representing the most recent price for which our common stock had sold in
the market place, to Mr. St James as partial consideration for the Technology
Acquisition Agreement as described in Note 5 above.
28
NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013
Settlement of promissory note
During
August 2013, the Company granted 1,200,000 shares of common stock, valued at
$50,000, as payment in full of the $50,000 promissory note issued for the
Exclusive Distributor Agreement.
Proceeds from issuance of shares of common
stock
During
August 2013, the Company received proceeds totaling $100,000 from the sale of
2,400,000 shares of our common stock.
Settlement of convertible debt
On
July 18, 2013, we issued an aggregate of 9,642,888 shares of our common stock
as payment for $225,000 of Convertible Notes.
Issuance of stock for distributor agreement
On
July 9, 2013, we issued 300,000 shares of our common stock, valued at $12,500,
to CCAT as part consideration of the exclusive distribution rights granted by
CCAT to the Company. The shares were issued pursuant to Rule 506 of Regulation
D of the Securities Act and CCAT has represented that it is an “accredited
investor” as defined in Regulation D of the Securities Act.
Cancellation of stock for sale of subsidiary
On July 8, 2013, as consideration
for the acquisition of all of the issued and outstanding common shares of Corp,
Ms. Moskowitz cancelled 25,880,448 of her common shares of the Company. The
shares were valued at $0.042 per share or $1,078,352 based on the most recent
sale of our common stock to accredited investors.
NOTE 7 –STOCK INCENTIVE PLAN
In accordance with
the Company’s 2011 Stock Incentive Plan, (the “Plan”), we are authorized to
grant up to 12,000,000 shares of common stock, stock options intended to
qualify as Incentive Stock Options, “ISO”, under Section 422 of the Internal
Revenue Code of 1986, as amended, non-qualified options and stock appreciation
rights to our employees, officers, directors and consultants. As a result of
the Share Exchange Agreement, on May 17, 2013 we notified all of our option
holders, holding a total of 5,301,660 stock options, that their options were
being cancelled as they relate to discontinued operations. Consequently no
shares were issued or outstanding under this stock incentive plan as at
December 31, 2014 or 2013.
29
NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013
NOTE 8 – SUBSEQUENT EVENTS
Subsequent to the
fiscal year ended December 31, 2014, the Company elected not to proceed with
the distribution of DFRS products and elected to allow their exclusive
distributor agreement with CCAT to remain in default for lack of payment of
royalties. We provided in full against the cost of our CCAT distributor
agreement as of December 31, 2014 as further described in in Note 2 – Discontinued
Operations.
Consequently, the
Company has now shifted its focus to its developing its Quantumcharger
Technology.
Effective
April 23, 2015, we released the 50,000 Shares due to Mr. St James under the
terms of the Technology Acquisition Agreement eight months after Closing.
The
Company has evaluated subsequent events from the balance sheet date through the
date the financial statements were issued and determined that, other than as
disclosed above, there are no items to be disclosed.
30
ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND
PROCEDURES.
Disclosure
Controls and Procedures
We
carried out an evaluation of the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December
31, 2014 (the “Evaluation Date”). This evaluation was carried out under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer. Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
were not effective as of the Evaluation Date as a result of the material
weaknesses in internal control over financial reporting discussed below.
Notwithstanding
the assessment that our internal control over financial reporting was not
effective and that there were material weaknesses as identified in this report,
we believe that our financial statements contained in our Annual Report on Form
10-K for the year ended December 31, 2014 fairly
present our financial condition, results of operations and cash flows in all
material respects.
Management's
Annual Report on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act, for the Company.
Internal
control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that our receipts and expenditures are
being made only in accordance with authorizations of its management and
directors; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial statements.
Management
recognizes that there are inherent limitations in the effectiveness of any
system of internal control, and accordingly, even effective internal control
can provide only reasonable assurance with respect to financial statement preparation
and may not prevent or detect material misstatements. In addition, effective
internal control at a point in time may become ineffective in future periods
because of changes in conditions or due to deterioration in the degree of
compliance with our established policies and procedures.
A
material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
Under
the supervision and with the participation of our Chief Executive Officer and
Chief Financial Officer, management conducted an evaluation of the
effectiveness of our internal control over financial reporting, as of the
Evaluation Date, based on the framework set forth in Internal
Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on its evaluation
under this framework, management concluded that our internal control over
financial reporting was not effective as of the Evaluation Date.
Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of Evaluation Date and identified the following material
weaknesses:
Insufficient
Resources: We have an inadequate number
of personnel with requisite expertise in the key functional areas of finance
and accounting.
31
Inadequate Segregation of
Duties: We have an inadequate number of personnel to properly implement
control procedures.
Insufficient Written Policies
& Procedures: We have insufficient written policies and procedures for
accounting and financial reporting.
Inadequate Financial Statement
Closing Process: We have an inadequate financial statement closing
process.
Lack of Audit Committee &
Outside Directors on the Company’s Board of Directors: We do not have a
functioning audit committee and outside directors on the Company’s Board of
Directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.
Management is committed to improving
its internal controls and will (1) continue to use third party specialists to
address shortfalls in staffing and to assist the Company with accounting and
finance responsibilities, (2) increase the frequency of independent
reconciliations of significant accounts which will mitigate the lack of
segregation of duties until there are sufficient personnel and (3) prepare and
implement sufficient written policies and checklists for financial reporting
and closing processes and (4) may consider appointing outside directors and
audit committee members in the future.
Management, including our Chief Executive Officer and Chief Financial Officer,
has discussed the material weakness noted above with our independent registered
public accounting firm. Due to the nature of this material weakness, there is
a more than remote likelihood that misstatements which could be material to the
annual or interim financial statements could occur that would not be prevented
or detected.
This
Annual Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered
public accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management's report in this Annual Report.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting that occurred
during the fiscal quarter ended December 31, 2014 that have materially affected, or that are reasonably
likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls and Procedures
Our
management, including our Chief Executive Officer and Chief Financial Officer,
do not expect that the our controls and procedures will prevent all potential
error and fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met.
ITEM 9B. OTHER INFORMATION.
None.
32
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE.
The following table sets forth the name and positions of our executive
officers and directors.
Name
|
Age
|
Positions
|
Rob Rainer
|
65
|
President, Chief Executive Officer, Chief Financial
Officer, Secretary, Treasurer and Director
|
David St. James
|
41
|
Vice Presient and Director
|
Rob Rainer, 65, was
appointed as our Chief Financial Officer, Secretary, Treasurer and as a
director on July 23, 2013. Mr. Rainer was appointed as our Chief Executive
Officer and President on February 4, 2014. Mr. Rainer is a self-employed
businessman who has run his own accounting/tax and computer system maintenance
company for the last 35 years. He is an Enrolled Agent as well as a Microsoft
Certified Professional. Prior to that, Mr. Rainer was second-in-command in
running the finances of a large U.S. non-profit and charitable organization.
Mr. Rainer does not hold, and has not previously held, any directorships in any
other reporting companies.
David St.
James, 41, joined the Company as a Director on August
23, 2014. Mr. St. James is an inventor and businessman based in Las Vegas,
Nevada. He has been involved in various aspects of the automotive
industry, including product development, service and repair. Mr. St.
James is currently a director, Secretary and Treasurer of Homeland Resources
Ltd. Mr. St. James was the president and a director of XLR Medical Corp.,
a public company then engaged in medical imaging, from January 2009 to January
2012.
Terms
of Office
Our directors are appointed for
one year terms to hold office until the next annual general meeting of the
holders of the our common stock, as provided by Article 330 of Chapter 78
“Private Corporations” of the Nevada Revised Statutes, or until removed from
office in accordance with our by-laws. Our officers are appointed by our board
of directors and hold office until removed by our board.
We do not pay to our directors
any compensation for each director serving as a director on our board of
directors. We anticipate that compensation may be paid to officers in the
event that we determine to proceed with additional exploration programs beyond
the fourth phase of our exploration program.
Significant Employees
We have no significant employees
other than our officers and directors. We conduct our business through
agreements with consultants and arms-length third parties.
Committees
of the Board Of Directors
Our audit committee presently
consists of our directors. We do not have a compensation committee, nominating
committee, an executive committee of our board of directors, stock plan
committee or any other committees. Our directors performs the functions of a
nominating committee and oversees the process by which individuals may be
nominated to our board of directors. The current size of our board of directors
does not facilitate the establishment of a separate committee. We hope to
establish a separate nominating committee consisting of independent directors,
if the number of our directors is expanded.
Audit
Committee Financial Expert
We have no audit committee
financial expert serving on our audit committee. We believe the cost related to
retaining a financial expert at this time is prohibitive. Further, because of
our stage of development, we believe the services of a financial expert are not
warranted.
33
Code Of
Ethics
Due to the fact that we have only
two executive officers, we not adopted a formal code of ethics. We plan to
adopt a code of ethics in the future once we have expanded our board and
executive team.
Compliance with Section
16(a) of the Securities Exchange Act
Section 16(a) of the Exchange Act
requires our executive officers and directors, and persons who beneficially own
more than 10% of our equity securities (collectively, the “Reporting Persons”),
to file reports of ownership and changes in ownership with the SEC. Reporting
Persons are required by SEC regulations to furnish us with copies of all forms
they file pursuant to Section 16(a). Based on our review of the copies of such
forms received by us, no other reports were required for those persons, and we
believe that during the year ended December 31, 2014, all Reporting Persons
complied with all Section 16(a) filing requirements applicable to them.
ITEM 11. EXECUTIVE
COMPENSATION.
COMPENSATION TO EXECUTIVE OFFICERS
The
following table sets forth the total compensation paid or accrued to our named executive
officers, as that term is defined in Item 402(m)(2) of Regulation S-K during our
last two completed fiscal years.
SUMMARY COMPENSATION TABLE
|
Name & Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($)
|
Option Awards
($)
|
Non-Equity Incentive Plan Compen-sation ($)
|
Nonqualified Deferred Compen-sation Earnings
($)
|
All Other Compen-sation
($)
|
Total
($)
|
Rob Rainer,
CEO, President, CFO
Secretary, Treasurer
Director
|
2014
2013
|
$0
$0
|
$0
$5,000
|
$0
$0
|
$0
$0
|
$0
$0
|
$0
$0
|
$139,399
$18,750
|
$139,399
$23,750
|
David St. James
Vice President and Director
|
2014
2013
|
$0
n/a
|
$0
n/a
|
$0
n/a
|
$0
n/a
|
$0
n/a
|
$0
n/a
|
$0
n/a
|
$0
n/a
|
Harold C. Moll(1)
Former CFO, Secretary
Treasurer, Director
|
2014
2013
|
$0
$0
|
$0
$5,000
|
$0
$0
|
$0
$0
|
$0
$0
|
$0
$0
|
$(18,750)
$18,750
|
$(18,750)
$23,750
|
Dina Moskowitz(2)
Chief Executive Officer and
Director
|
2014
2013
|
$0
$0
|
$0
$0
|
$0
$0
|
$0
$0
|
$0
$0
|
$0
$0
|
$0
$0
|
$0
$0
|
|
(1)
|
Harold C. Moll resigned as a drirector and from all executive officer positions on February 4, 2014. |
|
(2)
|
Dina Moskowitz resigned as a director and from all executive officer positions on July 23, 2013.
|
Outstanding Equity Awards
at Fiscal Year End
As at
December 31, 2014, we had no outstanding equity awards.
Employment
Contracts
Other than as described below, we are
not party to any employment contracts.
34
On July 22, 2013, we entered into
a management consulting agreement (the “Management Consulting Agreements”)
dated July 22, 2013, with Rob Rainer. Under the terms of the Management
Consulting Agreement with Rob Rainer and subject to the completing equity
financing totaling not less than $1,000,000, Mr. Rainer agreed to act as our
Chief Financial Officer, Secretary, Treasurer and a Director in consideration
of a base consulting fee of $5,000 per month which amount will be reviewed
annually by the Board of Directors. In addition to the base consulting fee, we
issued 750,000 shares of common stock to Mr. Rainer (the “Earn-Out Shares).
The Earn-Out Shares will be held in our custody or our designee and released to
Mr. Rainer on the basis of 10% of the original number of Earn-Out Shares on
each anniversary of the Management Consultant Agreement. Notwithstanding that
the shares are held in custody and are not released to Mr. Rainer, all voting
and dividend rights in respect of the Earn-Out Shares shall accrue to Mr.
Rainer and he shall be entitled to exercise such rights and receive such
benefits in respect of the Earn-Out Shares. In the event of termination of the
Management Consulting Agreement, any Earn-Out Shares not released, or scheduled
to be released within six (6) months shall be returned for cancellation and Mr.
Rainer shall have no further rights in respect of such shares. Our Board of
Directors may also grant performance based bonuses annually and stock options
under any stock option plan adopted by us.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
EQUITY
COMPENSATION PLANS
On July 5, 2011 (the “Effective
Date”), we adopted the 2011 Stock Incentive Plan, (the “Plan”), pursuant to
which we are authorized to grant shares of common stock, stock options intended
to qualify as Incentive Stock Options, “ISO”, under Section 422 of the Internal
Revenue Code of 1986, as amended, non-qualified options and stock appreciation
rights to our employees, officers, directors and consultants of up to 1,000,000
shares of common stock.
The following table sets forth certain
information concerning all equity compensation plans previously approved by
stockholders and all previous equity compensation plans not previously approved
by stockholders, as of the most recently completed fiscal year.
|
Number of Securities to be Issued Upon
Exercise of Outstanding Options, Warrants and Rights
|
Weighted-Average Exercise Price of Outstanding
Options, Warrants and Rights
|
Number of Securities Remaining Available for
Future Issuance Under Equity Compensation Plans (Excluding Securities
Reflected in column (a))
|
Plan Category
|
(a)
|
(b)
|
(c)
|
Equity Compensation
Plans Approved By Security Holders
|
Nil
|
N/A
|
N/A
|
Equity Compensation
Plans Not Approved By Security Holders
|
Nil
|
N/A
|
1,000,000
|
2011 Stock Incentive
Plan
On July 5, 2011, we established
our 2011 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to to
assist in attracting and retaining highly competent key employees, non-employee
directors and consultants and to act as an incentive in motivating selected key
employees, non-employee directors and consultants to achieve long-term
corporate objectives.
The Plan is administered by our Board
of Directors or by a committee of the Board (the “Committee”). The Committee
shall have exclusive and final authority in each determination, interpretation
or other action affecting the Plan and its participants. The Committee shall
have the sole discretionary authority to interpret the Plan, to establish and
modify administrative rules for the Plan, to impose such conditions and
restrictions on Awards as it determines appropriate, and to take such steps in
connection with the Plan and Awards granted hereunder as it may deem necessary
or advisable.
35
Participants in the Plan shall be such
key employees, non-employee directors and consultants, whether or not members
of the Board, as the Committee, in its sole discretion, may designate from time
to time. The Committee’s designation of a Participant in any year shall not
require the Committee to designate such person to receive Awards in any other
year. The designation of a Participant to receive an Award under one portion
of the Plan does not require the Committee to include such Participant under
other portions of the Plan. The Committee shall consider such factors as it
deems pertinent in selecting participants and in determining the types and
amounts of their respective Awards.
The total number of shares initially
authorized to be issued under the Plan shall be one million (1,000,000) shares
of Common Stock and are subject to adjustment pursuant to the terms of the Plan.
The number of shares available for issuance under the Plan shall be subject to
adjustment in accordance with the terms of the Plan. The shares to be offered
under the Plan shall be authorized and unissued shares of Common Stock, or
issued shares of Common Stock which will have been reacquired by us.
The exact terms of the option granted
are contained in an option agreement between us and the person to whom such
option is granted. The exercise price for stock options is determined by the Committee.
An option holder may exercise options from time to time, subject to vesting.
Options will vest immediately upon death or disability of a participant and
upon certain change of control events.
The Board of Directors may amend the Plan
at any time and in any manner, subject to the following: (1) no recipient of
any award may, without his or her consent, be deprived thereof or of any of his
or her rights thereunder or with respect thereto as a result of such amendment
or termination; and (2) any outstanding incentive stock option that is
modified, extended, renewed, or otherwise altered must be treated in accordance
with Section 424(h) of the Code.
The Board of Directors shall have the
right and the power to terminate the Plan at any time. No Award shall be
granted under the Plan after the termination of the Plan, but the termination
of the Plan shall not have any other effect and any Award outstanding at the
time of the termination of the Plan may be exercised after termination of the
Plan at any time prior to the expiration date of such Award to the same extent
such Award would have been exercisable had the Plan not been terminated.
We have not yet filed a registration
statement under the Securities Act to register the shares of our Common Stock
reserved for issuance under the Plan.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth
certain information concerning the number of shares of our common stock owned
beneficially as of July 29, 2015 by:
(i) each person (including any group) known to us to own more than five percent
(5%) of any class of our voting securities, (ii) each of our directors and each
of our named executive officers (as defined under Item 402(m)(2) of Regulation
S-K), and (iii) officers and directors as a group. Unless otherwise indicated,
the shareholders listed possess sole voting and investment power with respect
to the shares shown.
Title
of Class
|
Name
and Address of Beneficial
Owner
|
Number
of Shares of Common Stock(1)
|
Percentage
of Common Stock(1)
|
DIRECTORS AND OFFICERS
|
Common Stock
|
Rob Rainer
CEO, CFO, President, Secretary, Treasurer & Director
|
25,482,000(2)
(direct)
|
50.95%
|
Common Stock
|
David St. James
Vice President &
Director
|
200,000
(direct)
|
0.4%
|
Common Stock
|
All Officers and Directors as a Group (1 person)
|
25,682,000 Shares(2)(3)
|
51.35%
|
5% SHAREHOLDERS
|
Common Stock
|
Rob Rainer
CEO, CFO, President, Secretary, Treasurer & Director
|
25,482,000(2)
(direct)
|
50.95%
|
36
|
(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 July 29, 2015. As of July 29, 2015, there were 50,018,888 shares of our common stock issued and outstanding.
|
|
(2)
|
Included in the 2,123,500 shares beneficially owned by Mr. Rainer are 750,000 Earn-Out Shares (see discussion regarding Mr. Rainer’s Earn-Out Shares in Item 11. above) held in our custody or our designee and released to Mr. Rainer on the basis of 10% of the original number of Earn-Out Shares on each anniversary of the Management Consultant Agreement. Notwithstanding that the shares are held in custody and are not released to Mr. Rainer, all voting and dividend rights in respect of the Earn-Out Shares shall accrue to Mr. Rainer and he shall be entitled to exercise such rights and receive such benefits in respect of the Earn-Out Shares.
|
CHANGES IN CONTROL
We are not aware of any arrangement which may result in a
change in control in the future.
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Except as disclosed below, none of the
following parties has, during our last two fiscal years, had any material
interest, direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will materially affect us:
(a)
|
Any of our directors or officers; |
(b)
|
Any person proposed as a nominee for election as a director; |
(c)
|
Any person who beneficially owns, directly or indirectly, more than 5% of our outstanding common stock; or |
(d)
|
Any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law of any person listed in (a) to (c), above, or any person (other than a tenant or employee) who shares the household of any person listed in (a) to (c), above.
|
On July 22, 2013, the we entered
into consulting agreements with Mr. Rainer, to act as our Director, Chief
Financial Officer, Secretary and Treasurer and Mr. Moll, to act as our
Director, Chief Executive Officer and President (the “Consultant(s)”). The
consulting agreements were to continue until July 21, 2023, subject to earlier
termination as provided in the consulting agreements. During the term of the
consulting agreements, and subject to oury completing equity financing totaling
not less than $1,000,000 we agreed to pay each of the Consultant a base
consulting fee of $5,000 per month in consideration of their services. In
addition to the base consulting fee, the Board of Directors may grant to the
Consultants annual bonuses based on performance. On August 20, 2013, the Board
of Directors approved, and the Consultants were paid, partial annual bonuses of
$5,000 each.
37
On July 22, 2013, we issued a
total of 1,500,000 shares of our common stock (the “Earn-Out Shares”) to both
Mr. Moll and Mr. Rainer under the terms of their consulting agreements. The
Earn-Out Shares are held in the custody of the Company and will be released on
the basis of 10% of the original number of Earn-Out Shares on each anniversary
of the consulting agreements. The Earn-Out Shares may not be sold, transferred
or pledged, and are subject to forfeiture under the termination provisions of
the management consulting agreements. The Earn-Out Shares are revalued each
reporting period based on the average stock price during the respective period
and the related stock based compensation expense is recognized. During the
year ended December 31, 2013, the Company recognized $37,500 of stock based
compensation related to the Earn-Out Shares.
Effective February 4, 2014,
Harold C. Moll resigned as our Chief Executive Officer, President and as a
Director. Mr. Moll has agreed to terminate his Management Consulting Agreement
and surrender for cancellation to us the 750,000 shares issued to him under his
management consulting agreement (the “Share Cancellation”).
On August 19, 2014, we entered
into a Technology Acquisition Agreement (the “Technology Acquisition
Agreement”) with David St. James, our Vice President and Director. Under the
terms of the Agrement we agreed to issue to Mr. St. James, 200,000 shares of
our common stock at a deemed price of $0.30 per share, representing the most
recent price for which our common stock sold in the market place. Mr. St. James
also retained a royalty of 5% of gross revenues from the exploitation of the
Quantumcharger Technology, subject to minimum royalty payments of $1,500 per
calendar month.
DIRECTOR
INDEPENDENCE
Our common stock is quoted on the
OTC Bulletin Board interdealer quotation system, which does not have director
independence requirements. Under NASDAQ Rule 5605(a)(2), a director is not
considered to be independent if he or she is also an executive officer or
employee of the corporation. Our directors, Rob Rainer and David St. James, are
also our executive officers. As a result, we do not have any independent
directors.
As a result of our limited
operating history and minimal resources, our management believes that it will
have difficulty in attracting independent directors. In addition, we would
likely be required to obtain directors and officers insurance coverage in order
to attract and retain independent directors. Our management believes that the
costs associated with maintaining such insurance is prohibitive at this time.
ITEM 14. PRINCIPAL
ACCOUNTING FEES AND SERVICES.
The aggregate
fees billed for the two most recently completed fiscal years for professional
services rendered by the principal accountant for the audit of our annual
financial statements and review of the financial statements included in our
Quarterly Reports on Form 10-Q and services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal periods were as follows:
|
Year
Ended December 31, 2014
|
Year
Ended December 31, 2013
|
Audit Fees
|
$12,000
|
$13,870
|
Audit-Related Fees
|
Nil
|
Nil
|
Tax Fees
|
Nil
|
Nil
|
All Other Fees
|
Nil
|
Nil
|
Total
|
$12,000
|
$13,870
|
Our audit committee annually reviews the
qualifications of Cutler & Co., LLC, Certified Public Accountants, prior to
engaging them as our auditors in accordance with Rule 2-01(c)(7)(i)(A) of
Regulation S-X.
38
ITEM 15. EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.
The following exhibits are either provided with
this Quarterly Report or are incorporated herein by reference:
Exhibit
Number |
|
Description
of Exhibit |
2.1 |
|
Agreement and
Plan of Merger dated August 20, 2014 between SaaSMax Inc. (as surviving
company) and Nouveau Ventures Inc. (as merging entity).(9)
|
3.1 |
|
Articles of
Incorporation.0
|
3.2 |
|
Bylaws.0
|
3.3 |
|
Bylaw No. 2A
to Article III - Directors.(5)
|
3.4 |
|
Certificate of
Change Pursuant to NRS 78.209.(7)
|
3.5 |
|
Certificate of
Merger.(9)
|
3.6 |
|
Articles of
Merger between the Company (as surviving company) and Nouveau Ventures Inc.
(as merging entity), with surviving entity changing its name to "Nouveau
Ventures Inc."(9)
|
4.1 |
|
Stock
Incentive Plan.(2) |
10.1 |
|
Stock Incentive
Plan.(2)
|
10.2 |
|
Convertible Promissory Note for $25,000 dated July 1, 2012, amended
January 23, 2013.(3)
|
10.3 |
|
Convertible Promissory Note for $25,000 dated August 15, 2012, amended
January 23, 2013.(3)
|
10.4 |
|
Convertible Promissory Note for $25,000 dated September 26, 2012,
amended January 23, 2013.(3)
|
10.5 |
|
Convertible Promissory Note for $25,000 dated October 26, 2012, amended
January 23, 2013.(3)
|
10.6 |
|
Convertible Promissory Note for $25,000 dated December 6, 2012, amended
January 23, 2013.(3)
|
10.7 |
|
Convertible Promissory Note for $25,000 dated January 9, 2013, amended
January 23, 2013.(3)
|
10.8 |
|
Convertible Promissory Note for $25,000 dated February 23, 2013.(3)
|
10.9 |
|
Letter dated January 24, 2013 confirming maturity dates of amended
convertible notes.(3)
|
10.10 |
|
Exclusive Distributor Agreement dated July 9, 2013 between the Company
and California Clean Air Technologies, LLC.(4)
|
10.11 |
|
Promissory Note in favor of California Clean Air Technologies, LLC in
the principal amount of $50,000.(4)
|
10.12 |
|
Asset Purchase Agreement dated July 1, 2013 between the Company and its
wholly-owned subsidiary, SaaSMAX Corp.(4)
|
10.13 |
|
Share Exchange Agreement dated July 10, 2013 between the Company and
Dina M. Moskowitz for the transfer of shares of the Company’s wholly-owned
subsidiary, SaaSMAX Corp.(4)
|
10.14 |
|
Management Consulting Agreement dated July 22, 2013 between the Company
and Harold C. Moll.(5)
|
10.15 |
|
Management Consulting Agreement dated July 22, 2013 between the Company
and Rob Rainer.(5)
|
10.16 |
|
Termination of Management Consulting Agreement and Cancellation of
Earn-Out Shares between the Company and Harold C. Moll dated February 4,
2014.(6)
|
10.17 |
|
Mutual release between the Company and Harold C. Moll dated February 4,
2014.(6)
|
10.18 |
|
Technology Acquisition Agreement dated August 19, 2014 among the
Company, David St. James and the Company’s wholly-owned subsidiary, Nouveau
Ventures Inc.(8)
|
10.19 |
|
Agreement and Plan of Merger dated August 20, 2014 between the Company
and Nouveau Ventures Inc.(8)
|
31.1
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
32.1 |
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |
101.INS |
|
XBRL Instance
Document. |
101.SCH |
|
XBRL Taxonomy
Extension Schema. |
101.CAL |
|
XBRL Taxonomy
Extension Calculation Linkbase. |
101.DEF |
|
XBRL Taxonomy
Extension Definition Linkbase. |
101.LAB |
|
XBRL Taxonomy Extension
Label Linkbase. |
101.PRE |
|
XBRL Taxonomy
Extension Presentation Linkbase. |
39
Notes:
(1)
|
Filed as an exhibit to our Registration Statement on Form S-1 filed on May 23, 2011.
|
(2)
|
Filed as an exhibit to our Registration Statement on Form S-1/A filed on August 15, 2011.
|
(3)
|
Filed as an exhibit to our Current Report on Form 8-K filed on April 17, 2013.
|
(4)
|
Filed as an exhibit to our Current Report on Form 8-K filed on July 15, 2013.
|
(5)
|
Filed as an exhibit to our Current Report on Form 8-K filed on July 25, 2013.
|
(6)
|
Filed as an exhibit to our Current Report on Form 8-K filed on February 6, 2014.
|
(7)
|
Filed as an exhibit to our Current Report on Form 8-K filed on April 17, 2014.
|
(8)
|
Filed as an exhibit to our Current Report on Form 8-K filed on August 21, 2014.
|
(9)
|
Filed as an exhibit to our Current Report on Form 8-K filed on September 9, 2014.
|
40
SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
|
NOUVEAU VENTURES INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
July 30, 2015
|
By:
|
/s/ Rob Rainer
|
|
|
|
ROB RAINER
|
|
|
|
Chief Executive Officer, Chief Financial Officer ,
|
|
|
|
President, Secretary and Treasurer
|
|
|
|
(Principal Executive Officer & Principal Accounting
Officer)
|
|
|
|
|
|
|
|
|
Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Date:
|
July 30, 2015
|
By:
|
/s/ Rob Rainer
|
|
|
|
ROB RAINER
|
|
|
|
Chief Executive Officer, Chief Financial Officer ,
|
|
|
|
President, Secretary, Treasurer and
|
|
|
|
Director
|
|
|
|
|
Date:
|
July 30, 2015
|
By:
|
/s/ David St. James
|
|
|
|
DAVID ST. JAMES
|
|
|
|
Vice President and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
CERTIFICATIONS
I, Rob Rainer, certify that;
(1)
|
I have reviewed this Annual Report on Form 10-K of Nouveau Ventures Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(5)
|
I have disclosed, based on my most recent evaluation of the 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.
|
|
___________________________________ |
Title:
|
Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer
|
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Rob Rainer, the Chief
Executive Officer and Chief Financial Officer of Nouveau Ventures Inc., Inc.
(the “Company”),
hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge:
|
(i)
|
the Annual Report on Form 10-K of the Company, for the fiscal year ended December 31, 2014, and to which this certification is attached as Exhibit 32.1 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
Title:
|
Chief Executive Officer and Chief Financial Officer, President Secretary and Treasurer
|
A signed
original of this written statement required by Section 906 of the
Sarbanes-Oxley Act of 2002 has been provided to the Company and will be
retained by the Company and furnished to the Securities and Exchange Commission
or its staff upon request.
This
certification accompanies the Form 10-K to which it relates, is not deemed
filed with the Securities and Exchange Commission and is not to be incorporated
by reference into any filing of the Company under the Securities Act of 1933 or
the Securities Exchange Act of 1934 (whether made before or after the date of
the Form 10-K), irrespective of any general incorporation language contained in
such filing.
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