The Accompanying Notes are an Integral Part of these Financial Statements
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
|
|
Years Ended July 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
-
|
|
|
$
|
-
|
|
Selling, general and administrative expenses
|
|
|
5,779
|
|
|
|
950
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(5,779
|
)
|
|
|
(950
|
)
|
|
|
|
|
|
|
|
|
|
Other (income) expense
|
|
|
|
|
|
|
|
|
Interest Expense
|
|
|
-
|
|
|
|
-
|
|
Total other (income) expense
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(5,779
|
)
|
|
$
|
(950
|
)
|
|
|
|
|
|
|
|
|
|
Income (loss) Per Common Share - Basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding
|
|
|
3,058,551
|
|
|
|
1,370,880
|
|
The Accompanying Notes are an Integral Part of these Financial Statements
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
|
|
Six Months
Ended
January
31,
2014
|
|
|
Period
from
Inception
(May 26,
2004) to
January
31, 2014
|
|
Sales
|
|
$
|
-
|
|
|
$
|
-
|
|
Selling, general and administrative expenses
|
|
|
8,000
|
|
|
|
422,846
|
|
Loss from operations
|
|
|
(8,000
|
)
|
|
|
(422,846
|
)
|
Other (income) expense
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
1,362
|
|
|
|
279,809
|
|
Amortization of debt discount
|
|
|
5,395
|
|
|
|
5,395
|
|
Total other (income) expense
|
|
|
6,757
|
|
|
|
285,204
|
|
Net loss
|
|
$
|
(14,757
|
)
|
|
$
|
(708,050
|
)
|
Loss Per Common Share - Basic and diluted
|
|
$
|
(0.00
|
)
|
|
|
|
|
Weighted Average Shares Outstanding
|
|
|
13,539,358
|
|
|
|
|
|
The Accompanying Notes are an Integral Part of these Financial Statements
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
|
|
Years Ended July 31,
|
|
|
|
2013
|
|
|
2012
|
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(5,779
|
)
|
|
$
|
(950
|
)
|
Adjustments to reconcile net income (loss) to net cash used in operating activities
Increase (decrease) in:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
(221
|
)
|
|
|
950
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used In Operating Activities
|
|
|
(6,000
|
)
|
|
|
-
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
Proceeds from the sale of common stock
|
|
|
6,000
|
|
|
|
-
|
|
Net Cash Provided by Financing Activities
|
|
|
6,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
|
-
|
|
|
|
-
|
|
Cash at beginning of period
|
|
|
-
|
|
|
|
-
|
|
Cash at end of period
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
Cash paid for taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
The Accompanying Notes are an Integral Part of these Financial Statements
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
|
|
For the
Six
Months
Ended
January 31,
2
014
|
|
|
For the
period
from
Inception
(May 26,
2004)
to
January 31,
2014
|
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
Net loss
|
|
$
|
(14,757
|
)
|
|
$
|
(708,050
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
|
|
|
|
|
|
|
|
Amortization of debt discount
|
|
|
5,395
|
|
|
|
5,395
|
|
Common stock issued for mineral property costs
|
|
|
-
|
|
|
|
500
|
|
Changes in:
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
-
|
|
|
|
(24,681
|
)
|
Accounts payable and accrued liabilities
|
|
|
-
|
|
|
|
47,551
|
|
Accrued interest expense
|
|
|
1,362
|
|
|
|
279,809
|
|
Net Cash Used In Operating Activities
|
|
|
(8,000
|
)
|
|
|
(399,476
|
)
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
Proceeds from the sale of common stock
|
|
|
-
|
|
|
|
100,000
|
|
Due to related party
|
|
|
-
|
|
|
|
6,476
|
|
Proceeds from convertible promissory notes
|
|
|
45,000
|
|
|
|
330,000
|
|
Proceeds from promissory notes
|
|
|
8,000
|
|
|
|
8,000
|
|
Net Cash Provided by Financing Activities
|
|
|
53,000
|
|
|
|
444,476
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
Purchase of 200,000 shares of treasury stock
|
|
|
(45,000
|
)
|
|
|
(45,000
|
)
|
Net Cash Used in Investing Activities
|
|
|
(45,000
|
)
|
|
|
(45,000
|
)
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
|
-
|
|
|
|
-
|
|
Cash at beginning of period
|
|
|
-
|
|
|
|
-
|
|
Cash at end of period
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
Cash paid for taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of non-cash investing and financing
activities:
|
|
|
|
|
|
|
|
|
Increase in debt discount due to beneficial conversion feature
|
|
$
|
45,000
|
|
|
$
|
45,000
|
|
Shares issued for mineral property lease assumption
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
The Accompanying Notes are an Integral Part of these Financial Statements
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
Statement of Changes in Stockholders Equity (Deficit)
|
|
Common Stock
|
|
|
Additional
Paid-In
|
|
|
Accumulated
|
|
|
Treasury
|
|
|
Stockholders’
Equity
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Stock
|
|
|
(Deficit)
|
|
Balance May 26, 2004 (Inception)
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Capital stock issued for cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June, 2004 at $.004167
|
|
|
720,000
|
|
|
|
720
|
|
|
|
2,280
|
|
|
|
-
|
|
|
|
- -
|
|
|
|
3,000
|
|
June, 2004 at $.041667
|
|
|
432,000
|
|
|
|
432
|
|
|
|
17,568
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18,000
|
|
July, 2004 at $.20833
|
|
|
48,000
|
|
|
|
48
|
|
|
|
9,952
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,000
|
|
Capital stock issued for mineral property
|
|
|
120,000
|
|
|
|
120
|
|
|
|
380
|
|
|
|
-
|
|
|
|
-
|
|
|
|
500
|
|
Net loss, May 26, 2004 (Inception) to July 31, 2004
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,064
|
)
|
|
|
-
|
|
|
|
(4,064
|
)
|
Capital stock issued for cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August, 2004 at $1.04167
|
|
|
2,880
|
|
|
|
3
|
|
|
|
2,997
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,000
|
|
Net loss, year ended July 31, 2005
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(21,511
|
)
|
|
|
-
|
|
|
|
(21,511
|
)
|
Capital stock issued for cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July, 2006 at $1.25
|
|
|
48,000
|
|
|
|
48
|
|
|
|
59,952
|
|
|
|
-
|
|
|
|
-
|
|
|
|
60,000
|
|
Net loss, year ended July 31, 2006
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(36,042
|
)
|
|
|
-
|
|
|
|
(36,042
|
)
|
Beneficial conversion feature of convertible debt
|
|
|
-
|
|
|
|
-
|
|
|
|
174,307
|
|
|
|
-
|
|
|
|
-
|
|
|
|
174,307
|
|
Net loss, year ended July 31, 2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(197,161
|
)
|
|
|
|
|
|
|
(197,161
|
)
|
Beneficial conversion feature of convertible debt
|
|
|
-
|
|
|
|
-
|
|
|
|
100,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
100,000
|
|
Net loss, year ended July 31, 2008
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(369,352
|
)
|
|
|
-
|
|
|
|
(369,352
|
)
|
Inactive August 1, 2008 to July 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, year ended July 31, 2012
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(950
|
)
|
|
|
-
|
|
|
|
(950
|
)
|
Balance, July 31, 2012
(restated)
|
|
|
1,370,880
|
|
|
|
1,371
|
|
|
|
367,436
|
|
|
|
(687,514
|
)
|
|
|
-
|
|
|
|
(318,707
|
)
|
Common stock issued for cash at $.00011 per share
|
|
|
2,200,000
|
|
|
|
2,200
|
|
|
|
3,800
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,000
|
|
Net loss, year ended July 31, 2013
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,779
|
)
|
|
|
-
|
|
|
|
(5,779
|
)
|
Balance, July 31, 2013
(restated)
|
|
|
3,570,880
|
|
|
|
3,571
|
|
|
|
371,236
|
|
|
|
(693,293
|
)
|
|
|
-
|
|
|
|
(318,486
|
)
|
Acquisition of treasury shares at $0.225 per share
|
|
|
(200,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(45,000
|
)
|
|
|
(45,000
|
)
|
Beneficial conversion feature on convertible promissory notes
|
|
|
-
|
|
|
|
-
|
|
|
|
45,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
45,000
|
|
Common stock issued in exchange for lease assumption
|
|
|
50,000,000
|
|
|
|
50,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
50,000
|
|
Net loss, six months ended January 31, 2014
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(14,757
|
)
|
|
|
-
|
|
|
|
(14,757
|
)
|
Balance, January 31, 2014
(restated)
|
|
|
53,370,880
|
|
|
$
|
53,571
|
|
|
$
|
416,236
|
|
|
$
|
(708,050
|
)
|
|
$
|
(45,000
|
)
|
|
$
|
(283,243
|
)
|
The Accompanying Notes are an Integral Part of these Financial Statements
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2014, July 31, 2013 and 2012
NOTE 1 – ORGANIZATION
FIGO Ventures, Inc. (Formerly AAA Energy, Inc., ‘the Company’) was incorporated under the laws of the State of Nevada on May 26, 2004. The Company was an Exploration Stage Company with the principle business being the acquisition and exploration of resource properties.
The Company had allowed its charter with the state of Nevada to be revoked by the Secretary of State for failure to file the required annual lists and pay the required annual fees. Its last known officers and directors reflected in the records of the Secretary of State were unresponsive or stated they were no longer involved with the Corporation. The purported replacement officers and directors were unresponsive.
On September 14, 2012, NPNC Management, LLC filed a petition in the Eighth Judicial District Court in Clark County, Nevada and was appointed custodian of The Company on October 15, 2012.
In order to obtain basic operating capital to pay for the reinstatement of the Company’s good standing with the Nevada Secretary of State, to bring the Company’s account current with creditors essential for the reorganization of the Company, such as the transfer agent, and for basic general corporate purposes, on October 24, 2012, the interim board authorized the sale of 55,000,000 (2,200,000 split adjusted) shares of common stock for $6,000 to NPNC Management, LLC, in a private placement transaction exempt from the Securities Act of 1933, as amended, pursuant to section 4(2) thereof and the rules and regulations promulgated there under.
On October 24, 2012, NPNC Management, LLC appointed Bryan Clark as director of the Company, to hold office until such time as the shareholders elected a board. The interim board, consisting of Mr. Clark, further acted to appoint Mr. Clark as president, treasurer, and secretary of the Company, to act on behalf of the Company, and to hold such offices until removed by any subsequent board elected by the shareholders.
On November 13, 2013, Bryan Clark tendered his resignation from all positions as an Officer and Director of the Company and the Board appointed Anna Wlodarkiewicz as a Director, President, Secretary and Treasurer of the Company.
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Figo Ventures’ current business plan is to acquire and explore mineral properties with development potential primarily in Columbia, South America. It currently has no operations, is in the exploration stage and has acquired only on mineral property in a lease assumption acquired through this issuance of common shares.
Basis of Presentation
The accompanying financial statements have been prepared in conformity with accounting principle generally accepted in the United States of America.
Going Concern
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of January 31, 2014, Figo Ventures has an accumulated deficit of $391,543. Our ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations. While we are expanding our best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2014, July 31, 2013 and 2012
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.
Fair Value Measurements
Accounting Standards Codification (“ASC”) 820-10, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820-10 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the Note principal or the most advantageous market for an asset or liability in an orderly transaction between participants on the measurement date. Valuation techniques used to measure fair value under ASC 820-10 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:
• Level 1 - Quoted prices in active markets for identical assets or liabilities.
• Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities.
• Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities
Convertible Instruments
Figo Ventures accounts for convertible debt with
beneficial conversion features in accordance with ASC 470-20, which requires us to recognize separately, at issuance, the embedded
beneficial conversion feature as a discount to the debt. The recognition is done by allocating a portion of the proceeds equal to the intrinsic value of that feature as a debt discount. The intrinsic value is calculated as the difference between the effective conversion price of the convertible debt and the fair value of the shares at issuance date.
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2014, July 31, 2013 and 2012
Long-lived assets
Long-lived assets, including investments to be held and used or disposed of other than by sale, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When required, impairment losses on assets to be held and used or disposed of other than by sale are recognized based on the fair value of the asset. Long-lived assets to be disposed of by sale are reported at the lower of the asset’s carrying amount or fair value less cost to sell.
Income Taxes
Figo Ventures accounts for income taxes pursuant to FASB ASC 740—Income Taxes, which requires recognition of deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Figo Ventures provides for deferred taxes on temporary differences between the financial statements and tax basis of assets using the enacted tax rates that are expected to apply to taxable income when the temporary differences are expected to reverse.
FASB ASC 740 establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions that meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by Figo Ventures on its tax returns. Figo Ventures files tax returns in the U.S. and states in which it has operations and is subject to taxation. Tax years subsequent to 2008 remain open to examination by U.S. federal and state tax jurisdictions.
Fair value of financial instruments
Figo Ventures’ financial instruments consist of payables and long-term debt. The carrying amount of payables approximates fair value because of the short-term nature of these items. The carrying amount of long-term debt approximates fair value due to the relationship between the interest rate on long-term debt and Figo Ventures’ incremental risk adjusted borrowing rate.
Net Loss per Common Share
Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method.
Since Figo Ventures reflected a net loss for the six months ended January 31, 2014, the effect of considering any common stock equivalents, if exercisable, would have been anti-dilutive. A separate computation of diluted loss per share is not presented.
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2014, July 31, 2013 and 2012
Common stock equivalents are as follows:
|
|
January
31,
2014
|
|
|
July 31,
2013
|
|
|
July 31,
2012
|
|
Convertible Debt
|
|
|
20,000,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total common stock equivalents
|
|
|
20,000,000
|
|
|
|
-
|
|
|
|
-
|
|
Recent Accounting Pronouncements
Figo Ventures has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – PROMISSORY NOTES
On January 11, 2007, the Company entered into an agreement with a third party (the “Lender"), whereby the Lender would advance the Company up to $1,000,000 (the "Note"), from time to time. All such amounts advanced under the Note will comprise the principal amount which bears interest at 10% per annum and matures on January 11, 2009. The principal amount will be subject to conversion terms, whereby at any time from the date of the Note until the date that the Company repays the entire amount of principal to the Lender, the Lender at its sole option, may convert a portion, or all, of the principal amount outstanding into units in the capital stock of the Company. Each $0.40 of principal outstanding at the time of conversion may be converted into one unit consisting of one common share and one non-transferable share purchase warrant exercisable for a period of up to two years from the date of conversion. Each warrant shall entitle the Lender to purchase an additional common share of the Company at $0.60 during the term of the warrants. The note balance at January 31, 2014, July 31, 2013 and 2012 was $289,140, respectively. The accrued interest remaining balance at January 31, 2014, July31, 2013 and 2012 was $ 27,367 respectively. The beneficial conversion remaining balance applicable to this note at January 31, 2014, July 31, 2013 and 2012 was zero.
On November 1, 2013, Figo Ventures issued three convertible promissory notes for a total of $45,000. The notes mature on November 30, 2015 and accrue interest at a rate of 12% per annum. The note principal and accrued interest is convertible at a price of $.00225 per share. At issuance the fair market value of Figo Ventures’ common stock was $.1175 per share. The conversion feature of the note is considered beneficial to the investor due to the conversion price for the convertible note being lower than the fair market value of the common stock on the date the note was issued. The beneficial conversion feature was recorded as a discount of the debt of $45,000 and is being amortized over the lives of the convertible debt. The unamortized discount as of January 31, 2014 and July 31, 2013 and 2012 was $39,605, $0 and $0, respectively and interest accrued on the notes was $1,346, $0 and $0, respectively.
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
Balance Sheets
(unaudited)
|
|
April 30,
2014
|
|
|
July 31,
2013
|
|
Assets
|
|
|
|
|
|
|
|
|
Mineral properties
|
|
$
|
50,000
|
|
|
$
|
-
|
|
Total Assets
|
|
$
|
50,000
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Deficit
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
39,660
|
|
|
$
|
29,346
|
|
Promissory notes, net of discount (Original note amount $17,700 and discount of $937)
|
|
|
16,763
|
|
|
|
-
|
|
Convertible notes
|
|
|
289,140
|
|
|
|
289,140
|
|
Loan payable to related party
|
|
|
1,945
|
|
|
|
-
|
|
Total Current Liabilities
|
|
|
348,132
|
|
|
|
318,486
|
|
Long Term Liabilities
|
|
|
|
|
|
|
|
|
Convertible promissory notes, net of discount (Original Note Amount $45,000 and discount $29,220 at April 30,2014)
|
|
|
15,779
|
|
|
|
-
|
|
Total Liabilities
|
|
|
363,287
|
|
|
|
318,486
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
Stockholders’ Equity (Deficit)
|
|
|
|
|
|
|
|
|
Preferred stock, par value $.001; 10,000,000, 10,000,000 and 0 shares authorized; none issued and outstanding at April 30, 2014, and July 31, 2013, respectively
|
|
|
-
|
|
|
|
-
|
|
Common stock, par value $.001; 250,000,000 and 90,000,000 shares authorized; 53,570,880 and 3,570,880 shares issued and outstanding at April 30, 2014 and July 31, 2013, respectively
|
|
|
53,571
|
|
|
|
3,571
|
|
Additional paid in capital
|
|
|
416,236
|
|
|
|
371,236
|
|
Deficit accumulated during exploration stage
|
|
|
(738,094
|
)
|
|
|
(693,293
|
)
|
Treasury stock - 200,000 shares at cost
|
|
|
(45,000
|
)
|
|
|
-
|
|
Total Stockholders’ Equity (Deficit)
|
|
|
(313,287
|
)
|
|
|
(318,486
|
)
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ Equity (Deficit)
|
|
$
|
50,000
|
|
|
$
|
-
|
|
The Accompanying Notes are an Integral Part of these Financial Statements
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
Statements of Operations
(unaudited)
|
|
Three months ended April 30,
|
|
|
Nine months ended April 30,
|
|
|
Period
from
Inception
(May 26,
2004) to
April 30,
|
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Selling, general and administrative expenses
|
|
|
17,689
|
|
|
|
1,445
|
|
|
|
25,689
|
|
|
|
4,334
|
|
|
|
440,535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(17,689
|
)
|
|
|
(1,445
|
)
|
|
|
(25,689
|
)
|
|
|
(4,334
|
)
|
|
|
(440,535
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (income) expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount
|
|
|
10,607
|
|
|
|
-
|
|
|
|
16,092
|
|
|
|
-
|
|
|
|
16,092
|
|
Interest Expense
|
|
|
1,658
|
|
|
|
-
|
|
|
|
3,020
|
|
|
|
-
|
|
|
|
281,467
|
|
Total other (income) expense
|
|
|
12,265
|
|
|
|
-
|
|
|
|
19,112
|
|
|
|
-
|
|
|
|
297,559
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(30,044
|
)
|
|
$
|
(1,445
|
)
|
|
$
|
(44,801
|
)
|
|
$
|
(4,334
|
)
|
|
$
|
(738,094
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) Per Common Share - Basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding
|
|
|
53,370,880
|
|
|
|
3,570,880
|
|
|
|
26,609,115
|
|
|
|
2,891468,
|
|
|
|
|
|
The Accompanying Notes are an Integral Part of these Financial Statements
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
Statements of Cash Flows
(unaudited)
|
|
For the Nine Months Ended April 30,
|
|
|
For the period
from inception
(May 26, 2004) to
April
30,
|
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(44,801
|
)
|
|
$
|
(4,334
|
)
|
|
$
|
(738,094
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount
|
|
|
16,092
|
|
|
|
-
|
|
|
|
16,092
|
|
Common stock issued for mineral property costs
|
|
|
-
|
|
|
|
-
|
|
|
|
500
|
|
Changes in:
|
|
|
|
|
|
|
-
|
|
|
|
|
|
Prepaid expenses
|
|
|
-
|
|
|
|
|
|
|
|
(24,681
|
)
|
Accounts payable and accrued liabilities
|
|
|
10,314
|
|
|
|
(1,666
|
)
|
|
|
336,312
|
|
Net Cash Used In Operating Activities
|
|
|
(18,395
|
)
|
|
|
(6,000
|
)
|
|
|
(409,871
|
)
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from the sale of common stock
|
|
|
-
|
|
|
|
6,000
|
|
|
|
100,000
|
|
Due to related party
|
|
|
-
|
|
|
|
-
|
|
|
|
6,476
|
|
Proceeds from convertible promissory notes
|
|
|
45,000
|
|
|
|
-
|
|
|
|
330,000
|
|
Proceeds from related party advance
|
|
|
1,945
|
|
|
|
-
|
|
|
|
1,945
|
|
Proceeds from promissory notes
|
|
|
16,450
|
|
|
|
-
|
|
|
|
16,450
|
|
Net Cash Provided by Financing Activities
|
|
|
63,395
|
|
|
|
-
|
|
|
|
454,871
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of 200,000 shares of treasury stock
|
|
|
(45,000
|
)
|
|
|
-
|
|
|
|
(45,000
|
)
|
Net Cash Used in Investing Activities
|
|
|
(45,000
|
)
|
|
|
-
|
|
|
|
(45,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Cash at beginning of period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Cash at end of period
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Cash paid for taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of non-cash investing and financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in debt discount due to beneficial conversion feature
|
|
$
|
46,250
|
|
|
$
|
-
|
|
|
$
|
46,250
|
|
Shares issued for mineral property lease assumption
|
|
$
|
50,000
|
|
|
$
|
-
|
|
|
$
|
50,000
|
|
The Accompanying Notes are an Integral Part of these Financial Statements
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
Statement of Changes in Stockholders Equity (Deficit)
(unaudited)
|
|
Common Stock
|
|
|
Additional
Paid-In
|
|
|
Accumulated
|
|
|
Treasury
|
|
|
Stockholders’
Equity
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Stock
|
|
|
(Deficit)
|
|
Balance May 26, 2004 (Inception)
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Capital stock issued for cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June, 2004 at $.004167
|
|
|
720,000
|
|
|
|
720
|
|
|
|
2,280
|
|
|
|
-
|
|
|
|
- -
|
|
|
|
3,000
|
|
June, 2004 at $.041667
|
|
|
432,000
|
|
|
|
432
|
|
|
|
17,568
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18,000
|
|
July, 2004 at $.20833
|
|
|
48,000
|
|
|
|
48
|
|
|
|
9,952
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,000
|
|
Capital stock issued for mineral property
|
|
|
120,000
|
|
|
|
120
|
|
|
|
380
|
|
|
|
-
|
|
|
|
-
|
|
|
|
500
|
|
Net loss, May 26, 2004 (Inception) to July 31, 2004
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,064
|
)
|
|
|
-
|
|
|
|
(4,064
|
)
|
Capital stock issued for cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August, 2004 at $1.04167
|
|
|
2,880
|
|
|
|
3
|
|
|
|
2,997
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,000
|
|
Net loss, year ended July 31, 2005
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(21,511
|
)
|
|
|
-
|
|
|
|
(21,511
|
)
|
Capital stock issued for cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July, 2006 at $1.25
|
|
|
48,000
|
|
|
|
48
|
|
|
|
59,952
|
|
|
|
-
|
|
|
|
-
|
|
|
|
60,000
|
|
Net loss, year ended July 31, 2006
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(36,042
|
)
|
|
|
-
|
|
|
|
(36,042
|
)
|
Beneficial conversion feature of convertible debt
|
|
|
-
|
|
|
|
-
|
|
|
|
174,307
|
|
|
|
-
|
|
|
|
-
|
|
|
|
174,307
|
|
Net loss, year ended July 31, 2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(197,161
|
)
|
|
|
|
|
|
|
(197,161
|
)
|
Beneficial conversion feature of convertible debt
|
|
|
-
|
|
|
|
-
|
|
|
|
100,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
100,000
|
|
Net loss, year ended July 31, 2008
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(369,352
|
)
|
|
|
-
|
|
|
|
(369,352
|
)
|
Inactive August 1, 2008 to July 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, year ended July 31, 2012
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(950
|
)
|
|
|
-
|
|
|
|
(950
|
)
|
Balance, July 31, 2012
|
|
|
1,370,880
|
|
|
|
1,371
|
|
|
|
367,436
|
|
|
|
(687,514
|
)
|
|
|
-
|
|
|
|
(318,707
|
)
|
Common stock issued for cash at $.00011 per share
|
|
|
2,200,000
|
|
|
|
2,200
|
|
|
|
3,800
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,000
|
|
Net loss, year ended July 31, 2013
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,779
|
)
|
|
|
-
|
|
|
|
(5,779
|
)
|
Balance, July 31, 2013
|
|
|
3,570,880
|
|
|
|
3,571
|
|
|
|
371,236
|
|
|
|
(693,293
|
)
|
|
|
-
|
|
|
|
(318,486
|
)
|
Acquisition of treasury shares at $0.225 per share
|
|
|
(200,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(45,000
|
)
|
|
|
(45,000
|
)
|
Beneficial conversion feature on convertible promissory notes
|
|
|
-
|
|
|
|
-
|
|
|
|
45,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
45,000
|
|
Common stock issued in exchange for lease assumption
|
|
|
50,000,000
|
|
|
|
50,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
50,000
|
|
Net loss, nine months ended April 30, 2014
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(44,801
|
)
|
|
|
-
|
|
|
|
(44,801
|
)
|
Balance, April 30, 2014
|
|
|
53,370,880
|
|
|
$
|
53,571
|
|
|
$
|
416,236
|
|
|
$
|
(738,094
|
)
|
|
$
|
(45,000
|
)
|
|
$
|
(313,287
|
)
|
The Accompanying Notes are an Integral Part of these Financial Statements
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
April 30, 2014
(unaudited)
NOTE 1 – ORGANIZATION
FIGO Ventures, Inc. (Formerly AAA Energy, Inc., ‘the Company’) was incorporated under the laws of the State of Nevada on May 26, 2004. The Company was an Exploration Stage Company with the principle business being the acquisition and exploration of resource properties.
The Company had allowed its charter with the state of Nevada to be revoked by the Secretary of State for failure to file the required annual lists and pay the required annual fees. Its last known officers and directors reflected in the records of the Secretary of State were unresponsive or stated they were no longer involved with the Corporation. The purported replacement officers and directors were unresponsive.
On September 14, 2012, NPNC Management, LLC filed a petition in the Eighth Judicial District Court in Clark County, Nevada and was appointed custodian of The Company on October 15, 2012.
In order to obtain basic operating capital to pay for the reinstatement of the Company’s good standing with the Nevada Secretary of State, to bring the Company’s account current with creditors essential for the reorganization of the Company, such as the transfer agent, and for basic general corporate purposes, on October 24, 2012, the interim board authorized the sale of 55,000,000 (2,200,000 split adjusted) shares of common stock for $6,000 to NPNC Management, LLC, in a private placement transaction exempt from the Securities Act of 1933, as amended, pursuant to section 4(2) thereof and the rules and regulations promulgated there under.
On October 24, 2012, NPNC Management, LLC appointed Bryan Clark as director of the Company, to hold office until such time as the shareholders elected a board. The interim board, consisting of Mr. Clark, further acted to appoint Mr. Clark as president, treasurer, and secretary of the Company, to act on behalf of the Company, and to hold such offices until removed by any subsequent board elected by the shareholders.
On November 13, 2013, Bryan Clark tendered his resignation from all positions as an Officer and Director of the Company and the Board appointed Anna Wlodarkiewicz as a Director, President, Secretary and Treasurer of the Company.
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Figo Ventures’ current business plan is to acquire and explore mineral properties with development potential primarily in Columbia, South America. It currently has no operations, is in the exploration stage and has acquired only on mineral property in a lease assumption acquired through this issuance of common shares.
Basis of Presentation
The accompanying financial statements have been prepared in conformity with accounting principle generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of this financial information have been included. Financial results for the interim period presented are not necessarily indicative of the results that may be expected for the fiscal year as a whole. This financial information should be read in conjunction with the audited financial statements for the six month period ended as of January 31, 2014, the years ended as of July 31, 2013 and 2012.
Going Concern
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of April 30, 2014, Figo Ventures has an accumulated deficit of $738,094. Our ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations. While we are expanding our best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
April 30, 2014
(unaudited)
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
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.
Fair Value Measurements
Accounting Standards Codification (“ASC”) 820-10, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820-10 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the Note principal or the most advantageous market for an asset or liability in an orderly transaction between participants on the measurement date. Valuation techniques used to measure fair value under ASC 820-10 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:
●
Level 1 - Quoted prices in active markets for identical assets or liabilities.
●
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities.
●
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities
Convertible Instruments
Figo Ventures accounts for convertible debt with beneficial conversion features in accordance with ASC 470-20, which requires us to recognize separately, at issuance, the embedded beneficial conversion feature as a discount to the debt. The recognition is done by allocating a portion of the proceeds equal to the intrinsic value of that feature as a debt discount. The intrinsic value is calculated as the difference between the effective conversion price of the convertible debt and the fair value of the shares at issuance date.
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
April 30, 2014
(unaudited)
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Long-lived assets
Long-lived assets, including investments to be held and used or disposed of other than by sale, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When required, impairment losses on assets to be held and used or disposed of other than by sale are recognized based on the fair value of the asset. Long-lived assets to be disposed of by sale are reported at the lower of the asset’s carrying amount or fair value less cost to sell.
Income Taxes
Figo Ventures accounts for income taxes pursuant to FASB ASC 740—Income Taxes, which requires recognition of deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Figo Ventures provides for deferred taxes on temporary differences between the financial statements and tax basis of assets using the enacted tax rates that are expected to apply to taxable income when the temporary differences are expected to reverse.
FASB ASC 740 establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions that meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by Figo Ventures on its tax returns. Figo Ventures files tax returns in the U.S. and states in which it has operations and is subject to taxation. Tax years subsequent to 2008 remain open to examination by U.S. federal and state tax jurisdictions.
Fair value of financial instruments
Figo Ventures’ financial instruments consist of payables and long-term debt. The carrying amount of payables approximates fair value because of the short-term nature of these items. The carrying amount of long-term debt approximates fair value due to the relationship between the interest rate on long-term debt and Figo Ventures’ incremental risk adjusted borrowing rate.
Net Loss per Common Share
Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method.
Since Figo Ventures reflected a net loss for the nine months ended April 30, 2014, the effect of considering any common stock equivalents, if exercisable, would have been anti-dilutive. A separate computation of diluted loss per share is not presented.
Common stock equivalents are as follows:
|
|
April 30,
2014
|
|
|
July 31,
2013
|
|
Convertible Debt
|
|
|
20,000,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total common stock equivalents
|
|
|
20,000,000
|
|
|
|
-
|
|
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
April 30, 2014
(unaudited)
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Recent Accounting Pronouncements
Figo Ventures has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – PROMISSORY NOTES
On January 11, 2007, the Company entered into an agreement with a third party (the “Lender"), whereby the Lender would advance the Company up to $1,000,000 (the "Note"), from time to time. All such amounts advanced under the Note will comprise the principal amount which bears interest at 10% per annum and matures on January 11, 2009. The principal amount will be subject to conversion terms, whereby at any time from the date of the Note until the date that the Company repays the entire amount of principal to the Lender, the Lender at its sole option, may convert a portion, or all, of the principal amount outstanding into units in the capital stock of the Company. Each $0.40 of principal outstanding at the time of conversion may be converted into one unit consisting of one common share and one non-transferable share purchase warrant exercisable for a period of up to two years from the date of conversion. Each warrant shall entitle the Lender to purchase an additional common share of the Company at $0.60 during the term of the warrants. The note balance at April 30, 2014 and July 31, 2013 was $289,140, respectively. The beneficial conversion remaining balance applicable to this note at April 30, 2014 and July 31, 2013was zero.
On November 1, 2013, Figo Ventures issued three convertible promissory notes for a total of $45,000. The notes mature on November 30, 2015 and accrue interest at a rate of 12% per annum. The note principal and accrued interest is convertible at a price of $.00225 per share. At issuance the fair market value of Figo Ventures’ common stock was $.1175 per share. The conversion feature of the note is considered beneficial to the investor due to the conversion price for the convertible note being lower than the fair market value of the common stock on the date the note was issued. The beneficial conversion feature was recorded as a discount of the debt of $45,000 and is being amortized over the lives of the convertible debt. The unamortized discount as of April 30, 2014 and July 31, 2013 was $29,220 and $0, respectively.
These notes are convertible into 20,000,000 shares. Accrued interest on November 30, 2014 will convert into an additional 2,500,000 shares. Upon conversion, the face value of the notes will be eliminated with an offsetting entry into common stock and any unamortized discount will be credited to additional paid in capital.
On January 15, 2014, and January 30, 2014, Figo Ventures issued promissory notes for $3,000 and $5,000. The notes mature on January 15, 2015 and January 30, 2015, respectively, and accrue interest at a rate of 12% per annum.
On February 14, 2014 and April 1, 2014, Figo Ventures issued promissory notes for $5,000 and $4,700. The notes mature on January 31, 2015 and April 1, 2015, respectively, and accrue interest at a rate of 12% per annum. The note dated February 14, 2014 included an original issue discount of $1,250, which is being amortized over the life of the note. The unamortized balance of the original issue discount is $937 at April 30, 2014.
NOTE 4 – STOCKHOLDERS’ EQUITY
In order to obtain basic operating capital to pay for the reinstatement of the Company’s good standing with the Nevada Secretary of State, to bring the Company’s account current with creditors essential for the reorganization of the Company and for basic general corporate purposes, on October 24, 2012, the interim board authorized the sale of 55,000,000 (2,200,000 split adjusted) shares of common stock for $6,000, in a private placement transaction exempt from the Securities Act of 1933.
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
April 30, 2014
(unaudited)
NOTE 4 – STOCKHOLDERS’ EQUITY (cont’d)
On November 14, 2012, Figo Ventures filed an amendment to its Articles of Incorporation whereby the aggregate number of shares which the Company shall have authority to issue is 100,000,000 shares, consisting of two classes to be designated, respectively, “Common Stock” and “Preferred Stock,” with all of such shares having a par value of $.001 per share. The total number of shares of Common Stock that the Company shall have authority to issue is ninety million 90,000,000 shares. The total number of shares of Preferred Stock that the Company shall have authority to issue is 10,000,000 shares. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors.
On November 13, 2013, a Stock Repurchase Agreement was entered into by and among Figo Ventures, Inc. (Formerly AAA Energy, Inc.) and NPNC Management, LLC., whereby Figo Ventures repurchased 5,000,000 (200,000 split adjusted) shares of Figo Ventures’ common stock for a purchase price of $45,000. The purchase price was paid in cash and has been accounted for in these financial statements as treasury stock. The $45,000 used to purchase the treasury shares was obtained as the proceeds of the convertible notes described more fully in Note 3 – Convertible notes payable.
On November 20, 2013, the Board of Directors authorized a 1-for-25 reverse stock split of common stock to stockholders of record on November 20, 2013. Per-share amounts in the accompanying financial statements have been adjusted for the split. After the reverse split Figo Ventures has 3,370,880 shares of common stock outstanding.
On November 26, 2013, the Board of Directors approved an amendment to Figo Ventures’ Articles of Incorporation to increase the aggregate number of shares which the Corporation shall have the authority to issue to 260,000,000 shares, consisting of two classes to be designated, respectively, “Common Stock” and “Preferred Stock,” with all such shares having a par value of $.001 per share. The total number of shares of Common Stock that the Company shall have authority to issue is 250,000,000 shares. The total number of shares of Preferred Stock that the Company shall have authority to issue is 10,000,000 shares. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors.
On December 25, 2013, Figo Ventures entered into a lease assumption agreement with CGM Resources Limited. Under the terms of the agreement, the concessions for the mining operations at the San Rafael mine have been assigned to Figo Ventures in exchange for 50,000,000 shares of common stock. The mine covers 233.50 hectares in the Municipalities of San Carlos and San Rafael, Antiocha, Colombia. The lease assumption has been valued at the par value of the shares issued in exchange for the assumption of the lease $50,000.
FIGO Ventures, Inc. (Formerly AAA Energy, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
April 30, 2014
(unaudited)
NOTE 5 –
RELATED PARTY TRANSACTIONS
The Company recorded a loan payable to the Chief Executive Officer of $1,945 as of April 30, 2014. This amount relates to the payment of stock transfer fees of $945 on March 11, 2014 and SEC filing fees $1,000 on April 14, 2014.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Litigations, Claims and Assessments
Figo Ventures may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. Figo Ventures is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.
On December 25, 2013, Figo Ventures entered into a lease assumption agreement with CGM Resources Limited. Under the terms of the agreement, the concessions for the mining operations at the San Rafael mine have been assigned to Figo Ventures in exchange for 50,000,000 shares of common stock. The mine covers 233.50 hectares in the Municipalities of San Carlos and San Rafael, Antiocha, Colombia.
NOTE 7 – INCOME TAXES
Figo Ventures experienced a change in control during the year ending July 31, 2013 and is subject to the limitations on utilization of net operating loss carry forwards applied by Section 382 of the Internal Revenue Code. Accordingly, although it has note operating loss carry forwards of approximately $738,000 as of April 30, 2014, its net deferred tax benefit is zero.
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC 855, Subsequent Events, Figo Ventures has evaluated subsequent events through June 18, 2014, the date of issuance of the audited financial statements and has determined it does not have any material subsequent events to disclose.