Form 1-SA Emaginos, Inc. \VA\ For: Jun 30

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-SA

[X] SEMIANNUAL REPORT PURSUANT TO REGULATION A

 or

[   ] SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A

  

For the fiscal semiannual period ended: 

June 30, 2021

 

(Exact name of issuer as specified in its charter)

 

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

(Full mailing address of principal executive offices)

 

(Issuer’s telephone number, including area code)

 

 

 

 

Item 1.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This Semiannual Report on Form 1-SA (this “Semiannual Report”) contains forward-looking statements that are based upon current expectations which involve risks and uncertainties associated with the Company’s business and the economic environment in which the business operates. Such forward-looking statements include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, future acquisitions and the industry and business environment in which we operate. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, which are often, but not always, identified by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “approximate,” “estimate,” “believe,” “intend,” “plan,” “budget,” “could,” “forecast,” “might,” “predict,” “shall” or “project,” or the negative of these words or other variations on these words or comparable terminology. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results or performance may differ materially from those contemplated by the forward-looking statements as a result of various factors, including, without limitation, changes in local, regional, national or global political, economic, business, competitive, market (supply and demand) and regulatory conditions. Readers are cautioned that the above factors are not exhaustive.

 

We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of our future performance. All forward-looking statements speak only as of the date of this Semiannual Report. We undertake no obligation to update any forward-looking statements or other information contained herein. All the forward-looking information contained in this Semiannual Report is expressly qualified by this cautionary statement.

The financial statements included herein should be read in conjunction with the audited financial statements and related notes for the fiscal year ended December 31, 2020, contained in the Company’s Annual Report on Form 1-K, as filed with the Securities and Exchange Commission on April 30, 2021. 

 

In this Semiannual Report, unless otherwise indicated by the context, “we,” “us,” “our,” “our company” and the “Company” refer to Emaginos Inc. Unless otherwise indicated, the terms “dollar” or “$” in this Semiannual Report refer to US dollars, the lawful currency of the United States.

 

Overview

 

Emaginos Inc. was incorporated under the laws of the Commonwealth of Virginia on January 24, 2008.

Results of Operations for the Six Months Ended June 30, 2021, and June 30, 2020

 

COVID-19

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. The pandemic has not, to date, had any material adverse effects on the Company’s ability to execute its business plans and strategy.  As the pandemic continues to develop, it is not possible for the Company to predict the duration or magnitude of the adverse results of the development of the pandemic and its future effects on the Company’s business or results of operations. As a result, many of the estimates and assumptions used in preparation of these interim financial statements require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve with respect to the pandemic, the Company’s estimates may materially change in future periods.

These circumstances raise substantial doubt on our ability to continue as a going concern. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

 

Capital Expenditures

 

The Company does not currently have any obligations for capital expenditures.

Contractual Obligations, Commitments and Contingencies

 

The Company has entered into the following agreements:

The Company engaged Dalmore Group LLC, a New York limited liability company and FINRA/SIPC registered broker-dealer (“Dalmore”), to provide broker-dealer services in connection with its offering under Regulation A.   The agreement has a term of one year from the effective date of January 20, 2021, and renews automatically unless any party provides notice of non-renewal at least 60 days prior to the renewal date.  Under the terms of the agreement the Company is required to pay a fee equal to 100 basis points on the aggregate amount raised by the Company under its current offering.    The Company paid $5,000 as prepaid out of pocket costs, and a fee of $850 for the FINRA submission by Dalmore.   Further, the Company paid a $20,000 one-time consulting fee.

On January 5, 2021, the Company engaged the services of Novation Solutions Inc. (O/A DealMaker) to manage its offering and subscriptions upon qualification by the SEC of the registration statement.  Under the terms of the agreement the Company was required to pay a $5,000 signing fee, as well as a $5,000 launch fee and fees of $1,000 per month to maintain the online platform provided by DealMaker.  There are also further service fees and fund release fees related to processing of the subscriptions.   The contract renews from month to month for the shorter period of the term of the offering period or one year.

On March 30, 2021, the Company signed a marketing awareness and communications agreement with InvestorBrandNetwork (IBN) at a cost of $25,000 per quarter, with each successive quarter of service requiring approval prior to commencement of work. 

 Off-Balance Sheet Arrangements

 

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements.

Trend Information

Because we are still in the startup phase and have only a limited operating history, we are unable to identify any significant recent trends in revenues or expenses, and we are unable to identify any known trends, uncertainties, demands, commitments or events involving our business that are reasonably likely to have a material effect on our revenues, income from operations, profitability, liquidity or capital resources, or that would cause reported financial information to not be indicative of future operating results or financial condition.  Furthermore, there can be no assurances the Company will receive the required state and local licensing as it expands its operations.

Item 2. Other Information

None.

 

Item 3. Financial Statements

 

Note 1 – Description of Business and Basis of Presentation

Organization and nature of business:

EMAGINOS Inc.  ("EMAGINOS" or the "Company") was incorporated under the laws of the Commonwealth of Virginia on January 24, 2008.

The Company has completed its business development plan and expects to be engaged in the transformation of the K through 12 education system in all 50 states. The Company’s work will be performed through subscription services with terms of one (1) year.  These subscriptions will be offered by the Company on an annual renewal basis in order to offer software advancements and updates with each new subscription year.

On July 20, 2020, at a Special Meeting of the shareholders, the Company amended its articles of incorporation to authorize a total of 250,000,001 shares of capital stock of which 250,000,000 shares are common stock, par value $0.0001 and 1 share is Series A Preferred stock, par value $1.00.  On July 30, 2020, the amended articles of incorporation were accepted for filing by the Commonwealth of Virginia.

On July 31, 2020, the Company issued 1 share of Series A Preferred stock at par value of $1 to the Company’s CEO, Scott Taub. The Series A Preferred stock has voting rights granting the holder 51% of all votes (including common and preferred stock) entitled to vote at any meeting or on any matter brought before the stockholders of the Company.   The share of Series A Preferred stock is not convertible into, or exchangeable for shares of stock or any class or any other series of such class or any other securities (including common stock) and has no rights to dividends or proves of the assets of the Company upon any liquidation or winding up of the Company.

On December 28, 2020, the Company filed a registration statement with the Securities and Exchange Commission (“SEC”) to raise up to $3,000,000 by way of the sale of up to 12,000,000 shares of common stock at $0.25 per share.

On January 5, 2021, the Company engaged the services of Novation Solutions Inc. (O/A DealMaker) to manage its offering and subscriptions upon qualification by the SEC of the registration statement.

On January 20, 201, the Company engaged the services of Dalmore Group Inc., broker dealer to provide operations and compliance services.

On February 25, 2021, the SEC deemed effective the Company’s registration statement on Form 1-A, and the Company commenced its offering of up to $3,000,000 by way of the sale of up to 12,000,000 shares of common stock at $0.25 per share.  As of the date of this filing, the Company has sold a total of 18,000 common shares for total proceeds of $4,500 under the offering.

During March 2021, the Company received $40,000 for operations from a director and officer of the Company. 

On March 30, 2021, the Company signed a marketing awareness and communications agreement with InvestorBrandNetwork (IBN) at a cost of $25,000 per quarter, with each successive quarter of service requiring approval prior to commencement of work. 

The Company has completed its business development plan and expects to be engaged in the transformation of the K through 12 education system in all 50 states. The Company’s work will be performed through subscription services with terms of one (1) year.  These subscriptions will be offered by the Company on an annual renewal basis in order to offer software advancements and updates with each new subscription year. The Company is currently raising capital under an offering statement under Regulation A to fully implement its business plan.

Note 2 – Summary of Significant Accounting Policies

Financial Statement Presentation:  The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The unaudited condensed financial statements included herein are unaudited. Such financial statements, in the opinion of management, contain all adjustments necessary to present fairly the financial position and results of operations as of and for the periods indicated. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other period. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, and because of this, for further information, readers should refer to the financial statements and footnotes included in its Form 1-K for the fiscal year ended December  31, 2020 filed on April 30, 2021.

Fiscal year end: The Company has selected December 31 as its fiscal year end.

Note 2 – Summary of Significant Accounting Policies (continued)

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.

Cash Equivalents: The Company considers all highly liquid investments with original maturities of 90 days or less from the date of purchase to be cash equivalents.

Related parties: For the purposes of these financial statements, parties are considered to be related if one party has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

Income taxes: The Company has adopted ASC Topic 740 – "Income Taxes" ASC Topic 740 which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Loss Per Share: In accordance with ASC Topic 260 – "Earnings Per Share," the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive.  The Company has no potentially dilutive securities outstanding during the periods presented.

New Accounting Pronouncements: Recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), (including its EITF, the AICPA and the SEC), did not or are not believed by management to have a material effect on the Company's present or future financial statements.

Note 3 – Going Concern

The Company has experienced net losses to date, and it has not yet generated revenue from operations.  The Company has filed a registration statement to raise up to $3,000,000, however, there can be no assurance that the Company will be successful in raising funds under this registration statement.  As of June 30, 2021, the Company has raised a total of $4,500. The Company to date has been funded by private placements, management and by its shareholders, and currently does not have sufficient resources to meet its operating capital needs as they come due which raises substantial doubt about its ability to continue as a going concern.  The Company continues to rely on equity and debt financing and shareholder advances. There can be no assurance that financing, whether debt or equity, will always be available to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on favorable terms.

The COVID-19 pandemic could have an adverse impact on the Company going forward.  COVID-19 has caused significant disruptions to the global financial markets, which may severely impact the Company’s ability to raise additional capital and to pursue certain planned business activities. The Company may be required to cease operations if it is unable to finance its’ operations. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report and is highly uncertain and subject to change. Management is actively monitoring the situation but given the daily evolution of the COVID-19 outbreak, the Company is not able to estimate the effects of the COVID-19 outbreak on its operations or financial condition in the next 12 months. There are no assurances that the Company will be able to meet its obligations, raise funds or implement its planned business objectives to obtain profitable operations.

The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Note 4 – Prepaid Expenses

In January 2021, the Company engaged Dalmore Group LLC, a New York limited liability company and FINRA/SIPC registered broker-dealer (“Dalmore”), to provide broker-dealer services in connection with its offering under Regulation A.  The Company has paid a retainer of $5,000 for expenses to be incurred relative to out-of-pocket expenses.

Note 5 – Related Party Transactions

As of June 30, 2021, and December 31, 2020, related parties are due a total of $1,265,557 and $1,081,234, respectively.

For each of the six months ended June 30, 2021, and 2020, the Company was invoiced $75,000 as consulting services by Mr. Scott Taub, the Chairman, CEO and a director of the Company.

For each of the six months ended June 30, 2021, and 2020, the Company was invoiced $50,000 as consulting services by Mr. Allan Jones, the President, CFO, Secretary and a director of the Company.

During the six months ended June 30, 2021, Scott Taub made cash advances to the Company of $55,485 and paid expenses on behalf of the Company in the amount of $3,838.

On July 31, 2020, Scott Taub was issued 1 share of Series A Preferred stock at par value of $1.  The share of Series A Preferred stock grants the holder 51% of the votes of all outstanding stock, including common and preferred stock at any matter to be voted on by the shareholders of the Company.

Note 6 – Capital Stock

The Company has authorized 250,000,001 shares of stock of which there are 250,000,000 shares of common stock, par value $0.0001 and 1 share of Series A Preferred Stock, par value $1.

Common Stock

During the fiscal year ended December 31, 2020, the Company did not sell any shares of common stock.  During the six months ended June 30, 2021, the Company sold 18,000 shares at $0.25 per share, for a total of $4,500 in subscriptions.  The 4,500 shares have not been issued as of June 30, 2021 and are reflected on the balance sheet as Liability for unissued shares.

As of June 30, 2021, and December 31, 2020, there were 101,541,500 common shares issued and outstanding.

Note 6 – Capital Stock (Continued)

Preferred Stock

During the fiscal year ended December 31, 2020, the Company authorized and designated 1 share of Series A Preferred Stock.  The Series A Preferred stock has voting rights granting the holder 51% of all votes (including common and preferred stock) entitled to vote at any meeting or on any matter brought before the stockholders of the Company.   The share of Series A Preferred stock is not convertible into, or exchangeable for shares of stock or any class or any other series of such class or any other securities (including common stock) and has no rights to dividends or proves of the assets of the Company upon any liquidation or winding up of the Company.

On July 31, 2020, the Company issued the 1 share of Series A Preferred Stock to Scott Taub, a director and officer of the Company at par value of $1.

As at June 30, 2021 and December 31, 2020 there was 1 share of Series A Preferred Stock issued and outstanding.

Note 7 - Subsequent Events

The Company has evaluated events for the period from June 30, 2021, through the date of the issuance of these financial statements and determined that there are no additional events requiring disclosure. 

 Item 4. Exhibits

INDEX TO EXHIBITS

*Incorporated by reference to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 7, 2011.

#Incorporated by reference to the Company's Registration Statement as amended on Form S-1/A filed with the Securities and Exchange Commission on March 8, 2019. 

†Incorporated by reference to the Company's Registration Statement on Form 1-A filed with the Securities and Exchange Commission on November 25, 2020. 

<Incorporated by reference to the Company's Registration Statement on Form 1-A filed with the Securities and Exchange Commission on February 2, 2021

^Filed herewith

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this Semi-Annual Report on Form 1-SA to be signed on its behalf by the undersigned, thereunto duly authorized, on September 28, 2021.

Pursuant to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated.