ITEM 1. Business
Overview of the Company’s Formation and Transactions To Date
We were incorporated under the laws of the State of Nevada on December 29, 2008, under the name Horizontal Marketing Corp which was changed to BnetEFactor Inc. in September 2012 and then changed to Bnet Media Group, Inc. in March 2013 for the purpose of providing marketing services to companies and individuals. We have realized only marginal revenues from operations. Our efforts, to date, have focused primarily on the development and implementation of our business plan. Currently, we lack the resources required to effectively develop a digital publishing business and, therefore, have been engaged in a search for a strategic business partner or a merger or acquisition partner with the resources to establish a business and provide greater value to its stockholders.
According to our prior management’s disclosure in our periodic reports we did not have any business or operations and under SEC Rule 12b-2 under the Securities Exchange Act of 1934, therefore we were historically a “shell” company and will be until we either develop business operations organically or acquire an operating business. We are considered a “shell” company/ Emerging growth company, because we have no or nominal assets and no or nominal operations and no employees. Historically, we have been actively seeking to acquire assets or shares of an entity actively engaged in business that generates revenues, in exchange for our securities. Our purpose was to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages our company may offer. Although we have entered
into two agreements. (1) To acquire the assets of bNET Communications, Inc. (see below), that transaction has not closed. (2) We completed an Asset Purchase Agreement certain precious stones known as the “Ruby Art Carvings”. (see below).
Until the bNET Communications transaction closes or we find another company to acquire or develop new operations organically, we will be a “shell” company.
I.
Agreement to Acquire the Assets of bNET Communications, Inc.
On November 30, 2012, we entered into an Asset Purchase Agreement (the “Bnet Asset Purchase Agreement”) with bNET Communications, Inc., a Nevada corporation (“BNET”), pursuant to which we have agreed to purchase BNET’s digital media library in exchange for shares of our common stock. BNET operates bnetTV.com, and bnetTV.com, Inc., a content aggregator, internet broadcasting, publishing company and accredited media organization, that creates and distributes video content pertaining to new technology, primarily at corporate and consumer events, trade shows and conferences. bnetTV.com, Inc., has been streaming live broadcasts of corporate annual meetings over the internet for many large and small firms and broadcasting awards shows for various industries.
Due to the length of time required by BNET to satisfy the conditions precedent to Closing the Bnet Asset Purchase Agreement, on April 9, 2014, the parties entered into an Amendment to update specific provisions based on certain events that have transpired since the parties first entered into the agreement. Specifically, the total number of shares of our Common Stock to be issued to BNET was changed to 54,000,000 shares to give effect to our change in capitalization as a result of the 16-for-1 forward stock split of our issued and outstanding common stock effective in June 2013. While some of the conditions to Closing have been satisfied, the closing is still subject to a number of conditions precedent, among which require that BNET provide us with (1) audited financial statements for the fiscal years ended December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012 and 2011, along with a the audit report, with respect to the fiscal years ended December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012 and 2011, issued by a PCAOB registered firm; (2) a report of the value of the bNET Communications Assets established by the independent fair market valuation or the record value at the lower cost of cost or market; and (3) all approvals and clearance from all regulatory authorities with respect to the proposed acquisition.
bnetTV’s digital media library consists of thousands of recorded conference programs and interviews. bnetTV provides professional video and media content over IP based networks for emerging technology companies and any individuals interested in those companies.
BNET is principally controlled by Gerald E. Sklar, our Chairman, CEO and Secretary and Anthony Sklar, one of our former officers and directors. As result of Gerald Sklar’s control position, if our proposed acquisition of the bNET Communications assets closes it will not be deemed to be an arms-length transaction.
II.
Acquisition of Certain Assets in Exchange for Series B Convertible Preferred Stock
Effective April 8, 2014, we completed an Asset Purchase Agreement (the “Agreement”) with Soren Soholt Christensen, a Danish citizen (“Christensen”), pursuant to which we purchased certain precious stones known as the “Ruby Art Carvings” (hereinafter the “Assets”) owned by Christensen in exchange for shares of our Series B Convertible Preferred Stock. The total number of shares of Series B Convertible Preferred Stock issued to Christensen as consideration for the Assets was 8,021,796 shares (the “Purchase Price”). The Series B Convertible Preferred Stock, in the aggregate, carries a 2% annual dividend and each share is convertible into shares of our Common Stock, par value $0.001 (the “Common Stock”) at a conversion price of $40.00 per share of Common Stock, subject to the rights, preferences and
privileges of the Series B Convertible Preferred. The Series B Preferred Stock, in the aggregate, is also entitled to receive a two percent (2%) annual interest, beginning from the date of issuance. The Interest will accumulate from the date of issuance and may not be paid until twelve months (12) from the date on which the our Common Stock begins trading on a recognized securities exchange, or until such time as the Series B Preferred Stock is either converted or redeemed. Interest may be paid, on the value of the Purchase Price (the Series B Convertible Shares multiplied by the conversion price) at our option, in cash or restricted shares of our Common Stock. Interest paid by the issuance of our Common Stock, and the value of our Common Stock will be determined based on the “20-day volume-weighted average” of the bid price as quoted on a recognized securities trading platform.
ITEM 1A.
ITEM 1A. Risk Factors
As a smaller reporting company we are not required to provide a statement of risk factors. However, we believe this information may be valuable to our shareholders for this filing. We reserve the right to not provide risk factors in our future filings. Before you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develops into actual events, our business, financial condition or results of operations could be materially adversely affected.
Our auditors have raised substantial doubts as to our ability to continue as a going concern.
Our financial statements have been prepared assuming we will continue as a going concern. Since inception we have experienced recurring losses from operations, which losses have caused an accumulated deficit of approximately $625,379 as of December 31, 2018.
These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. We do not have any operations and are considered as “shell” company under Federal securities laws. Our operating expenses associated with maintaining our status as a public company and undertaking efforts to identify a business combination or merger partner are estimated at $50,000 annually. We do not presently have sufficient working capital to fund these expenses and anticipate that we will continue to incur losses in future periods until we are successful in completing a business combination with an operating entity. If for some reason we are not able to consummate the proposed acquisition of BNET within a reasonable period of time, we may not have sufficient resources to continue meeting our reporting obligations with the Securities and Exchange Commission or other obligations which arise from our minimal operations. If we were to fail to continue to meet our SEC reporting obligations the attractiveness of our vehicle to an operating company would be severely diminished and our ability to consummate a business combination would be in jeopardy.
At December 31, 2018, we did not have an operating business.
At December 31, 2018, we did not have any operating business and we do not presently have sufficient capital to fund our expenses for the next 12 months. Our plans include a business combination with BNET. We cannot assure you that such a strategy will provide you with a positive return on your investment, and it may in fact result in a substantial dilution to your ownership and/or voting power in the Company, including a potential decrease in the value of your stock. These factors will substantially increase the uncertainty, and thus the risk, of investing in our stock.
We are deemed a “Shell Company” as such we are subject to additional reporting and disclosure requirements that may affect our short-term prospects to implement our business plan and could result in a loss of your entire investment.
The Securities and Exchange Commission ("SEC") adopted Rule 405 of the Securities Act and Exchange Act Rule 12b-2 which defines a shell company as a registrant that has no or nominal operations, and either (a) no or nominal assets; (b) assets consisting solely of cash and cash equivalents; or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets. Our balance sheet states that we have cash and the “Ruby Art Carvings” as our only assets; therefore, we are defined as a shell company. The rules prohibit shell companies from using a Form S-8 to register securities pursuant to employee compensation plans. However, the rules do not prevent us from registering securities pursuant to registration statements. Additionally, the rule regarding Form 8-K requires shell companies to provide more detailed disclosure upon completion of a transaction that causes it to cease being a shell company. We must file a current report on Form 8-K containing the information required pursuant to Regulation S-K and in a registration statement on Form 10, within four business days following completion of a transaction together with financial information of the private operating company. In order to assist the SEC in the identification of shell companies, we are also required to check a box on Form 10-Q and Form 10-K indicating that we are a shell company. To the extent that we are required to comply with additional disclosure because we are a shell company, we may be delayed in executing any mergers or acquiring other assets that would cause us to cease being a shell company.
 
Shares of our common stock that have not been registered under the Securities Act of 1933, as amended, regardless of whether such shares are restricted or unrestricted, are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i), which apply to a “shell company.” In addition, any shares of our common stock that are held by affiliates, including any received in a registered offering, will be subject to the resale restrictions of Rule 144 (i).
Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. As such, we are a “shell company” pursuant to Rule 144, and as such, sales of our securities by our shareholders pursuant to Rule 144 are not able to be made until 1) we have ceased to be a “shell company"; 2) we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; and, 3) have filed all of our required periodic reports for at least the previous one year period prior to any sale pursuant to Rule 144; and a period of at least twelve months has elapsed from the date “Form 10 information” has been filed with the Commission reflecting the Company’s status as a non-“shell company.” If less than 12 months has elapsed since the Company ceases being a “shell company”, then only registered securities can be sold. Therefore, any restricted securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after we cease to be a “shell company” and have complied with the other requirements of Rule 144, as described above. As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash. Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our status as a “shell company” could prevent us from raising additional funds, engaging consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless. Lastly, any shares held by affiliates, including shares received in any registered offering, will be subject to the resale restrictions of Rule 144(i).
Our Common Stock is considered a Penny Stock which is subject to restrictions on marketability, so you may not be able to sell your shares.
If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities. Penny stocks generally are 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). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.
Our Board of Directors has the authority, without Stockholder approval, to issue Preferred Stock with terms that may not be beneficial to Common Stockholders and with the ability to affect adversely Stockholder voting power and perpetuate their control over the Company.
Our Articles of Incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not applicable to a smaller reporting company.
ITEM 2.
ITEM 2. Properties
The Company neither rents nor owns any properties. The Company utilizes the office of its management at no cost.
ITEM 3.
ITEM 3. Legal Proceedings
We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.
ITEM 4.
ITEM 4. Mine Safety Disclosures
Not applicable.
PART II
ITEM 5.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
There is a Public Market for Common Stock
On September 27, 2017 Financial Industry Regulatory Authority (FINRA) accepted the company’s 15c211-11 filing and assigned the symbol BNTT.
On February 2, 2018 OTCMARKETS accepted the company’s application to be quoted the OTCQB.
The over-the-counter quotation platforms.
On January 1, 2019 OTCMARKETS cancelled the company’s quotation on the OTCQ . The company is currently quoted on the OTCMARKETS “PINK” The over-the-counter quotation platforms.
In order for a security to be eligible for quotation by a market maker over-the-counter, the security must be registered with the SEC and the company must be current in its required filings with the SEC., and in compliance with SEC Rule 15(c) 2-11
As of the date there has been trading in the company’s stock. There is no assurance that the trading in the company’s shares can be sustained.
Holders of Our Common Stock
As of April 16, 2019, we had 35,015,000 shares of our common stock outstanding held by 84 shareholders of record.
Rule 144 Shares
All shares of our Common Stock that are "restricted securities" as defined under Rule 144 promulgated under the Securities Act may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Pursuant to Rule 144, a company must cease to be a “shell company”, as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, one year must elapse from the time a “shell company”, files “Form 10 type information” with the SEC, and the issuer must remain current in its filing obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), before a restricted shareholder can resell their holdings in reliance on Rule 144. “Form 10-type information” is equivalent to information that a company would be required to file if it were registering a class of securities on a Form 10 Registration Statement under the Exchange Act. Under Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or a company that was at any time previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least
one year has elapsed from the time the issuer filed the current “Form 10-type information” with the SEC reflecting its status as an entity that is not a shell company.
At the present time, we are classified as a “shell company” under Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. As such, all restricted securities presently held by our shareholders may not be resold in reliance on Rule 144 until: (1) we file Form 10 information with the SEC when we cease to be a “shell company”; (2) we have filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time we file the current Form 10 type information with the SEC reflecting our status as an entity that is not a shell company.
Stock Option Grants
None.
Preferred Stock
As of March 21, 2019, we had 48,021,796 shares of our preferred stock outstanding. Of those shares, 20,000,000 shares are shares of our Series A Preferred Stock, 8,021,796 shares are shares of our Series B Preferred Stock, 0 shares are shares of our Series C and 20,000,000 shares are shares of our Series D Preferred Stock.
Transfer Agent and Registrar
Our independent stock transfer agent is Colonial Stock Transfer Company, 66 Exchange Place, Salt Lake City, UT 84111. Telephone (801) 355-5740. Website: www.colonialstock.com.
Recent Sales of Unregistered Securities
We did not issue any unregistered securities during the three months ended December 31, 2018.
Issuer Purchases of Equity Securities
None.
Item 6.
Item 6. Selected Financial Data
Not applicable to smaller reporting companies.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operation for our fiscal years ended December 31, 2018 and 2017 should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Item 1A. Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Form 10-K. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
Results of Operations for the Years Ended December 31, 2018 and 2017
Operating Loss; Net Loss
Our net loss decreased by $2,333 from $48,055 to $45,722 from 2018 compared to 2017. Our operating loss decreased by $2,333. The change in our net loss and operating loss for the year ended December 31, 2018, compared to the prior year is related to a decrease in our general and administrative expenses, and professional fees. These changes are detailed below.
Revenue
We have not realized any revenues since our inception. We are considered a shell company under Rule 405 of the Securities Act and Exchange Act Rule 12b-2 which defines a shell company as a registrant that has no or nominal operations. We do not believe we will have revenues until we acquire an operating business or assets.
General and Administrative Expenses
General and administrative expenses increased by $906, from $122 for the year ended December 31, 2017 to $1,028 for the year ended December 31, 2018. This increase was primarily due to increases in office supplies.
Professional Fees
Professional fees decreased by $3,239 from $47,933 for the year ended December 31, 2017 to $44,694 for the year ended December 31, 2018. This decrease was primarily due to the fact we did not incur additional professional fees associated with Legal fees for the filing of documents with Financial Industry Regulatory Authority (FINRA).
Liquidity and Capital Resources
Liquidity is our ability to generate sufficient cash to satisfy our need for cash. At December 31, 2018 we had a working capital deficit of $292,868, as compared to a working capital deficit of $247,146 at December 31, 2017. As of December 31, 2018, we have $5 in current assets. We had $292,873 in liabilities as of December 31, 2018. At December 31, 2018, we had an accumulated deficit of $625,379. We can provide no assurance that we can continue to satisfy our cash requirements for at least the next twelve months. Management will make periodic advances to us as needed to meet our working capital shortfall.
We did not generate any revenues for the year ended December 31, 2018. We are dependent upon the receipt of capital investment or other financing to fund our ongoing expenses and to seek to execute on our business plan, which includes acquiring the digital media assets of the private operating company bNET Communications, Inc. We believe we will be able to meet these costs through borrowing or advances from management or affiliates of management. In addition, we are dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.
Management will consider selling the “RUBY ART CARVINGS” if the company fails to obtain additional equity or debt financing.
At present we expect to have overhead costs of approximately $5,000 per month until we complete the proposed bNET Communication’s Asset Purchase Agreement or monetize our other assets. This estimate is based on management’s assessment of ongoing legal and accounting fees associated with meeting our reporting obligations. Our present cash is not sufficient to pay our overhead costs. Since our inception, our primary sources of liquidity have been generated by the Loans from management. Our future liquidity and our liquidity in the next 12 months, depends on our continued ability to obtain sources of capital to fund our continuing operations and completed acquisition of the assets as contemplated under the bNET Communications Asset Purchase Agreement. As of December 31, 2018, our cash is insufficient to cover our current liabilities, obligations and contractual commitments. Currently we are relying on loans from management to meet our ongoing operating expenses. The actual amount and timing of our capital expenditures may differ materially from our estimates. Aside from loans from our management, we will likely need to raise additional capital through the sale of equity and/or debt securities. Or the sale of the “RUBY ART CARVINGS”. Given the relative present illiquidity of the capital markets there are no assurances we will be able to raise any necessary capital. Our independent auditors have included an explanatory paragraph in their audit report the year ended December 31, 2018 and 2017 to indicate that substantial doubt exists regarding our ability to continue as a going concern.
Sources and Uses of Cash
The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities for the years ended December 31, 2017 and 2016.
Operating Activities
We had net cash used in operating activities of $24 for the year ended December 31, 2018, as compared to $115 for the year ended December 31, 2017. In 2018, the net cash used in operating activities consisted primarily of our net loss of ($45,722), adjusted primarily to changes in assets and liabilities of accounts payable, changes in account payable-related party of $43,867 and $1,831 in accounts payable. In 2017, the net cash used for operating activities consisted primarily of our net loss of ($48,055), adjusted primarily to changes in assets and liabilities of accounts payable-related party of $36,234 and accounts payable of $11,706.
Investing Activities
We did not have any cash provided by investing activities in the years ended December 31, 2018 and December 31, 2017.
Financing Activities
We had net cash provided by financing activities in the year ended December 31, 2018 of $0 as compared to $144 for the year ended December 31, 2017. For 2017, our financing activities related to proceeds from related party note payable.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item 8.
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Bnet Media Group, Inc.:
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Bnet Media Group, Inc. (“the Company”) as of December 31, 2018 and 2017, the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2018 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph Regarding Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Sadler, Gibb & Associates, LLC
We have served as the Company’s auditor since 2016.
Salt Lake City, UT
April 16, 2019
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Nature of Business
Bnet Media Group, Inc. (The “Company”), was incorporated in the state of Nevada on December 29, 2008 for the purpose of providing marketing services to companies and individuals. The company was originally incorporated under the name Horizontal Marketing Corp., which was changed to BnetEFactor, Inc. in September 2012 and later changed to Bnet Media Group, Inc. in March 2013. The Company has not yet realized any revenues from operations. The Company’s efforts, to date, have focused primarily on the development and implementation of our business plan.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
Accounting Estimates
The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America 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 of Financial Instruments
Financial instruments, including cash and accrued expenses and other liabilities are carried at amounts, which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest, which are consistent with market rates.
Loss per Common Share
Basic earnings (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share include the dilutive effect, if any, from the potential exercise of stock options using the treasury stock method. At December 31, 2018 and 2017, the Company’s common share equivalents consisted of convertible preferred stock in the amount of 28,021,796 and 28,021,796, respectively, which were excluded from loss per share because their effect would be anti-dilutive.
For the Year ended
December 31,
For the Year ended
December 31,
Loss (numerator)
$ (45,722)
$ (48,055)
Shares (denominator)
35,015,000
35,015,000
Per share amount
$ (0.00)
$ (0.00)
Cash and Cash Equivalents
The Company considers all highly liquid investment with an original maturity of three months or less to be cash equivalents. At December 31, 2018 and 2017, cash and cash equivalents include cash on hand and cash in the bank.
Long-Lived Assets
The Company periodically reviews the carrying amount of long-lived assets for impairment. An asset is considered impaired when estimated future cash flows are less than the asset's carrying amount. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow. As a result of this analysis, the Company has recorded an impairment loss in the amount of $0 during the years ended December 31, 2018 and 2017, respectively.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Concentration of Credit Risk
The Company maintains its operating cash balances in a commercial bank. The Federal Depository Insurance Corporation (FDIC) insures accounts at each institution up to $250,000.
Stock-based compensation
The Company recognizes compensation expense for all stock-based compensation awards based on the grant-date fair value estimated in accordance with the provisions of ASC 718.
Income Taxes
Under ASC 740, “Income Taxes,” 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. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2018 and December 31, 2017 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.
Fair Value of Financial Instruments
The Company follows guidance for accounting for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.
Recent Accounting Pronouncements
The FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretative releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.
The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date these financial statements were issued.
NOTE 3 - GOING CONCERN (CONTINUED)
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 - STOCKHOLDERS’ EQUITY
Preferred Stock
The Company has 100,000,000 preferred shares authorized at par value of $0.001. As shown below, four series have been designated, leaving 20,000,000 undesignated preferred shares as of December 31, 2018.
Series A Preferred Stock
On June 6, 2013, the Company, by unanimous written consent of the Directors and the consent of the Stockholders holding a majority of the issued and outstanding shares of Common Stock, approved the creation of the Class of Series A Preferred Stock (the “Series A Preferred”). The key rights and preferences associated with the Series A Preferred Stock are summarized below:
Number in Class. The Series A Preferred shall consist of 20,000,000 shares, $0.001 par value per share.
Dividend Rights. In each calendar year, the holders of the then outstanding Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of any funds and assets of the Company legally available therefore, noncumulative dividends in an amount equal to any dividends or other Distribution on the Common Stock in such calendar year (other than a Common Stock Dividend).
Participation Rights. Dividends shall be declared pro rata on the Common Stock and the Series A Preferred Stock on a pari passu basis according to the number of votes per share entitled to be voted by such holders at the time of such dividend.
Non Cash Dividends. Whenever a dividend or Distribution shall be payable in property other than cash (other than a Common Stock Dividend), the value of such dividend or Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board.
Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Company; whether voluntary or involuntary, the funds and assets of the Company that may be legally distributed to the Company’s shareholders, first to the holders of each share of Series A Preferred Stock then outstanding and prior and in preference to any payment or distribution (or any setting a part of any payment or distribution) of any available funds and assets on any shares of Common Stock or subsequent series of preferred stock.
Redemption. The Company shall not have any redemption rights relating to the Series A Preferred Stock.
Voting Provisions. Each share of Series A Preferred Stock shall be entitled to sixteen (16) votes on any matter properly brought before the Company’s shareholders for a vote.
Series B, C and D Preferred Stock
On August 28, 2013, the Company created a class of Series B, C and D Preferred Stock (the “Series B, C and D Preferred”). The key rights and preferences associated with the Series B, C, and D Preferred Stock are summarized below:
NOTE 4 - STOCKHOLDERS’ EQUITY (CONTINUED)
Number in Class. The Series B, C and D Preferred shall each consist of 20,000,000 shares, $0.001 par value per share.
Dividend Rights. In each calendar year, the holders of the then outstanding Series B, C, and D Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of any funds and assets of the Company legally available therefore, noncumulative dividends in an amount equal to any dividends or other Distribution on the Common Stock in such calendar year (other than a Common Stock Dividend).
Conversion Rights. The shares of the Series B, C, and D Preferred Stock are convertible into any other securities of the Company.
Liquidation Rights. In the event of any voluntary or involuntary liquidation (whether complete or partial), dissolution, or winding up of the Company, the holders of the 2013 Series B, C, and D Preferred Stock shall be entitled to be paid out of the assets of the Company available for distribution to its shareholders, whether from capital, surplus, or earnings, dollar value invested per share plus all unpaid dividends previously accrued thereon, to the date of final distribution. No distribution shall be made on any common stock or other series of preferred stock of the Company by reason of any voluntary or involuntary liquidation (whether complete or partial), dissolution, or winding up of the Company unless each holder of any Series B, C or D Preferred Stock shall have received all amounts to which such holder shall be entitled.
Redemption. Subject to the requirements and limitations of the corporation laws of the state of Nevada, the Company shall have the voluntary right to redeem up to 100 percent (100%) of the shares of the Series B, C, and D Preferred Stock outstanding at any time from the date of issuance pursuant to written notice of redemption given to the holders thereof on not less than 30 days, or at any time agreed upon specifying the date. Series B, C, and D Preferred Stock shall be redeemed (the "Redemption Date"). The redemption price for each
share of Series B, C, and D Preferred Stock outstanding shall be at the invested amount per share plus any unpaid dividends, if applicable, on such share as of the Redemption Date (the "Redemption Price"). The Redemption Price shall be paid in cash.
Voting Provisions. The holders of the 2013 Series B, C, and D Preferred Stock shall be entitled to one (1) vote per shares of the Series B, C, and D Preferred Stock and to vote with the Common Stock of the Company on all matters submitted to a vote of Common Stockholders for all purposes. Except as otherwise provided herein or by the laws of the State of Nevada, the holders of the Series B, C, and D Preferred Stock and Common Stockholders shall vote together as one class on all matters submitted to shareholder vote of the Corporation. So long as all or any shares of the Series B, C, and D Preferred Stock remain outstanding, without the approval of at least fifty-one percent (51%) of all outstanding shares of the Preferred Stock, voting separately as a single class, the Company shall not (i) authorize or issue any shares, or securities convertible into shares having preference over the 2013 Series A Preferred Stock with respect to the payment of dividends or rights upon dissolution, liquidation, winding up of the Company, or distribution of assets; (ii) sell, lease or convey (other than by mortgage) all or substantially all of the property or business of the Company, (iii) enter into a debenture, note or other debt instrument that would take priority to the liquidation preference of the Preferred Series A Preferred Stock or otherwise encumber the Company's fixed assets and/or intellectual property, other than in the ordinary course of business (e.g., receivables financing, equipment leases, revolving line of credit, etc.), and (iv) increase the number of shares of authorized Preferred Stock nor amend, alter, or repeal any of the provisions of its Certificate of Incorporation in any manner which materially adversely affects the preferences, privileges, restrictions or other rights of the Series A Preferred Stock.
Common Stock
The Company has 800,000,000 common shares authorized at par value of $0.001 and 35,015,000 shares issued and outstanding at December 31, 2018.
2018 Equity Issuances
No equity was issued by the Company during 2018.
NOTE 5 - INCOME TAXES
Net deferred tax assets consist of the following components as of December 31, 2018 and 2017:
December 31, 2018
December 31, 2017
Net operating loss carryover
$ 78,026
$ 110,781
Stock issued for services
26,439
42,805
Impairment expense
7,532
12,194
Valuation allowance
(111,996)
(165,781)
Net deferred tax asset
$ -
$ -
The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 21% and 34% to pretax income from continuing operations for the periods ended December 31, 2018 and 2017, respectively.
At December 31, 2018, the Company had net operating loss carry forwards of approximately $371,550 that may be offset against future taxable income through 2038. No tax benefit has been reported in the December 31, 2018, financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. A change in ownership may limit net operating loss carry forwards in future years.
NOTE 6 - RELATED PARTY TRANSACTIONS
As of December 31, 2018 and 2017, the Company is indebted to related parties in the amount of $203,831 and $159,954 respectively. These amounts represent periodic expenses paid on behalf of the Company and advances made to the Company by officers. These amounts are unsecured, non-interest bearing, and due on demand.
NOTE 7 - SUBSEQUENT EVENTS
In accordance with ASC 855, Company management received all material events through the date of this report and determined that there are no material subsequent events to report.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A.
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (our Principal Accounting Officer), of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a - 15(c) and 15d - 15(e)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer, who are our principal executive officer and principal financial officers, respectively, concluded that, as of the end of the period ended December 31, 2018, our disclosure controls and procedures were not effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure.
Our Chief Executive Officer and Chief Financial Officer (our Principal Accounting Officer) do not expect that our disclosure controls or internal controls will prevent all error and all fraud. No matter how well conceived and operated, our disclosure controls and procedures can provide only a reasonable level of assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.
(b) Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer (our Principal Financial Officer), and effected by our board of directors, management and other personnel, 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 in the United States and includes those policies and procedures that:
•
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;
•
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 our management and directors; and
•
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.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2018. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013) in Internal Control-Integrated Framework. Based on this assessment, Management has identified the following three material weaknesses that have caused management to conclude that, as of December 31, 2018, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:
1. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
2. We have not documented our internal controls. We have limited policies and procedures that cover the recording and reporting of financial transactions and accounting provisions. As a result we may be delayed in our ability to calculate certain accounting provisions. While we believe these provisions are accounted for correctly in the attached audited financial statements our lack of internal controls could lead to a delay in our reporting obligations. We were required to provide written documentation of key internal controls over financial reporting beginning with our fiscal year ending December 31, 2009. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
3. Effective controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct and ethics that governs our employees, officers, and directors was not in place. Additionally, management has not developed and effectively communicated to our employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.
To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
(c) Remediation of Material Weaknesses
In order to remediate the material weakness in our documentation, evaluation and testing of internal controls, we hope to hire additional qualified and experienced personnel to assist us in remedying this material weakness.
(d) Changes in Internal Control over Financial Reporting
There are no changes to report during our fiscal quarter ended December 31, 2018.
Item 9B
Item 9B - Other Information
There are no events required to be disclosed by the Item.
Part III
Item 10.
Item 10.
Directors, Executive Officers and Corporate Governance
The following table sets forth the names and ages of our directors and executive officers as of December 31, 2018, the principal offices and positions with the Company held by each person and the date such person became a director or executive officer of the Company. The executive officers of the Company are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation, or removal by the Board of Directors. Unless described below, there are no family relationships among any of the directors and officers.
Executive officers and directors
Name
Age
Positions
Gerald E. Sklar
Chief Executive Officer, President and Chairman of the Board
Robert Nickolas Jones
Chief Financial Officer Secretary and Director
Søren Søholt Christensen
Director
Arnold James Sopczak
Director
Frank Madison
Independent Director
Gerald E. Sklar - Director, Chairman of the Board, President, and CEO.
Gerald (Gerry) has more than 50 years of management and financial expertise, and he has raised more than two hundred million dollars in financing for public and non-public companies. Gerry currently serves as the President, Chief Executive Officer (CEO) and Chairman of the Board of bNET Communications, Inc. - a content aggregator, internet broadcasting company and an accredited media organization that creates and distributes video content pertaining to new technology, primarily at corporate and consumer events, trade shows, and conferences. The company specializes in streaming live broadcasts of corporate annual meetings over the Internet for many large and small firms, streaming awards shows for various business sectors, and providing extensive conference coverage for a variety of fields, including mobile, healthcare, display, wireless, and other technologies.. Since 2001, Gerry has also served as the President, CEO and Chairman of the Board of BNET Communications’ parent corporation, Winmax Trading Group, Inc. Gerry’s experience includes serving as an Officer and Director of American Benefits Group, Inc., a gem resource mining firm with operations in Madagascar (1997 - 2002); and a Director of Seaboard an officer and director of the Corporation. Life Insurance Company, where he to led a merger team to acquire other insurance companies. Since 1989, Gerry has also been self-employed in the field of finance. Gerry holds a Bachelor of Arts Degree in Economics from the University of British Columbia in Vancouver, British Columbia, Canada. After graduation, he worked as an accountant and auditor for a Vancouver accounting firm from 1964 - 1970.
Robert Nickolas Jones - Chief Financial Officer
Nickolas (Nick) received a Bachelor of Arts degree in Economics from Brigham Young University in 2002, before attending Delta Connections Academy to become a professional airline pilot. After working as a pilot for Mesa Airlines, in 2007 Nick began working as an accounting consultant for J&J Consultants, LLC, in Farmington, Utah. During his time at J&J Consultants, Nick has provided accounting services for various private and public companies, as well as the SEC Edgarizing services for public companies. Nick is also currently serving as the CFO of AD Systems, Inc. He lives in Clearfield, Utah, and is working towards a Master’s Degree in Accounting at Weber State University.
Søren Søholt Christensen - Director
Mr. Christensen is a Danish citizen and resides in Kalundborg, Denmark. Mr. Christensen has a diverse background with broad international business experience. From 1995 to the present, Mr. Christensen has been the General Manager of Ecco Trading, a producer of diamant (tanzanite) in Tanzania. From 2002 to the present he has been employed by Statoil Offshore, Norway, as a process engineer. From 1997 to the present, has provided services for the Aeronautical Institute of Denmark, providing flight training and simulator training to pilot trainees. From 1994 to 1999, he was a pilot for the United Nations, International Criminal Tribunal of Rwanda. In addition to his flight credentials, Mr. Christensen served as an engineer in the Royal Danish Navy from 1983 to 1991. Mr. Christensen also holds a master dealer license in gem stones and in gold and is fluent in Danish, English, Norwegian and German languages.
Arnold James Sopczak - Director
Born and raised in Edmonton, Alberta, Canada, Arnold graduated Southern Alberta Institute of Technology with a mechanic’s certification. Since 1981, Arnold worked in various positions at V.M.S Sales and Rentals, of Motor Homes and Campers, a family owned manufacturer and lessor of custom built recreation vehicles until 1989. Shortly after co-founded K & F Rollshutters Mfg., Ltd., where he has served as Vice President since 1998. K&F Rollshutters Mfg., Ltd provides product from Europe, into North America. Arnold is an avid Trout Fisherman. He has served on the executive committee as president of the Edmonton Trout Fishing Club (est. 1953) and in other various executive positions within that organization. During his tenure he has met with Government Cabinet Ministers of Sustainable Resource Development of Alberta in an effort to ensure the wet lands of Alberta are preserved. Arnold also served on “The Muir Lake Project” executive committee. This project was one of the first of its kind in Alberta. The project included working with various levels of government, as well as organizing fund raising and work party groups.
Frank Madison, JR - Director
Co-Founder & Managing Director
Gaia Ventures, LLC & Eminova Capital & Investment, LLC.
Frank, has experience in establishing collaborations and partnerships with major corporations such as Lockheed Martin, NASA, Google, UnderArmour and others, throughout Europe and North America.
Frank, has consulted to Department of Defense, Homeland Security and the EPA.
Some of Frank’s achievements:
Ï 2001 named one of Crain’s Tech 100, a listing of the Top 100 individuals in technology in New York City as chosen by Crain’s NY Business.
Ï Served on Mayor Michael Bloomberg’s Telecommunications Policy Advisory Group.
Ï Consultant to New York City Council Sub-Committee on Emerging Technologies,
Ï Consultant to US Department of Energy/Energy Efficiency and Renewable Energy Innovations and Inventions Peer Review Committee and NASA Goddard regarding Commercializing Technologies
Ï Co-Founded NYC Chapter of U.S. Department of Homeland Security Critical Infrastructure Committee
NYS Innovation Report Review Panel: measuring New York State’s performance in the Innovation Economy.
As an attorney Frank is a Litigation Specialist and has worked with the following Legal Firms Emani P. Taylor & Associates; Powell & Anderson; Law Offices Debra A. Galloway, Law Offices of Joseph Fleming.
Education:
Ï CUNY B.A Program- (City University of New York) Liberal Arts/English;
Ï New York University/Urban Business Assistance Corporation/Certificate Program in Business Administration,
Ï New York University School of Law, JD
Ï New York University/Continuing Education Program on Real Estate Practice in New York
Involvement in Certain Legal Proceedings
Our Directors, executive officers and promoters have not been involved in any of the following events during the past ten years:
1.
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; or
4.
being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Compliance with Section 16(a) of the Exchange Act
The Company was not subject to the requirements of Section 16(a) of the Securities Exchange Act of 1934 during the year ended December 31, 2018.
Code of Ethics and Business Conduct
We have not formally adopted a written code of business conduct and ethics that governs our employees, officers and Directors as we not required to do so at this time.
Committees of the Board
We currently do not have nominating, compensation or audit committees or committees performing similar functions do we have a written nominating, compensation or audit committee charter. Our Directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the Board of Directors.
We do not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. Our Board of Directors believe that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees for Directors and we do not have any specific process or procedure for evaluating such nominees. Our Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President and Director, Mr. Gerald E. Sklar, at the address appearing on the first page of this filing.
Audit Committee Financial Expert
Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.
We believe that our Board of Directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Board of Directors of our Company does not believe that it is necessary to have an audit committee because management believes that the functions of an audit committee can be adequately performed by the Board of Directors. In addition, we believe that retaining an independent Director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.
Risk Oversight
Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in our business and strategy, evaluating our risk management processes, allocating responsibilities for risk oversight among the full Board of Directors, and fostering an appropriate culture of integrity and compliance with legal responsibilities.
We promote accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that we file with the Securities and Exchange Commission (the “SEC”) and in other public communications made us; and strive to be compliant with applicable governmental laws, rules and regulations. We have not formally adopted a written code of business conduct and ethics that governs our employees, officers and Directors as we not required to do so at this time.
Our Board of Directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of our financial statements and other services provided by our independent public accountants. Our Chief Executive Officer and Chief Financial Officer review our internal accounting controls, practices and policies.
Item 11.
Item 11. Executive Compensation
We have not paid, nor do we owe, any compensation to our executive officers. We have not paid any cash compensation to our officers since inception. We have no employment agreements with any of our executive officers or employees.
Options/SAR Grants
Since inception we have not granted any stock options to any of the Company’s Officers or Directors. In 2015 we granted stock appreciation class D Preferred Shares to the aforementioned Director and Executive officers.
Compensation of Directors
There are no arrangements pursuant to which Directors are or will be compensated in the future for any services provided as a Director.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and related Stockholder Matters
The following table sets forth, as of April 16, 2019, certain information with respect to the beneficial ownership of our voting securities by each shareholder known by us to be the beneficial owner of more than 5% of our outstanding voting securities and by our current Directors and executive officers. The named shareholders have sole voting and investment power with respect to the voting securities except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, Series A Preferred, Series B Preferred and Series D Preferred. Beneficial ownership is determined in accordance with the rules of the promulgated by the Commission and includes voting and/or investing power with respect to securities.
Common Stock(1)
(1)
As of April 16, 2019, there were 35,015,000 shares of common stock outstanding (pre-prospective split). Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for the purposes of computing the percentage of any other person.
(2)
Unless indicated otherwise, the address of the shareholder 352 South 200 West, Farmington UT 84025.
.
Series A Preferred Stock(1)
(1)
As of April 16, 2019, there were 20,000,000 shares of Series A Preferred Stock outstanding. Shares of Series A Preferred Stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for the purposes of computing the percentage of any other person.
(2)
Unless indicated otherwise, the address of the shareholder is 352 South 200 West, Farmington UT 84025.
(3)
Shares of Series A Preferred Stock are not convertible. Each share of Series A Convertible Preferred Stock has voting rights equal to 16 shares of common stock on all matters brought before our shareholders for a vote.
Series B Preferred Stock(1)
(1)
As of April 16, 2019, there were 8,021,796 shares of Series B Convertible Preferred Stock outstanding. Shares of Series A Preferred Stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for the purposes of computing the percentage of any other person.
(2)
Unless indicated otherwise, the address of the shareholder is 352 South 200 West, Farmington UT 84025.
(3)
The Series B Convertible Preferred Stock, in the aggregate, carries a 2% annual dividend and each share is convertible into shares of our common stock, par value $0.001 at a conversion price of $40.00 per share of Common Stock, subject to the rights, preferences and privileges of the Series B Convertible Preferred. Shares of our Series B Convertible Preferred Stock vote on a 1-to-1 basis with our common stock.
Series D Preferred Stock(1)
(1)
As of March 29 2018, there were 20,000,000 shares of Series D Convertible Preferred Stock outstanding. Shares of Series A Preferred Stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for the purposes of computing the percentage of any other person.
(2)
Unless indicated otherwise, the address of the shareholder is 352 South 200 West, Farmington UT 84025.
(3)
Shares of our Series D Convertible Preferred Stock vote on a 1-to-1 basis with our common stock.
Changes in Control
We are unaware of any contract, or other arrangement or provision of our Articles of Incorporation or Bylaws, the operation of which may at a subsequent date result in a change of control of our Company.
Item 13.
Item 13. Certain relationships and related Transactions, and Director Independence
Proposed Acquisition of Assets of bNET Communications, Inc.
On November 30, 2012, we entered into an Asset Purchase Agreements (the “Bnet Asset Purchase Agreement”) with bNET Communications, Inc., a Nevada corporation (“bNET”), pursuant to which we have agreed to purchase bNET’s digital media library in exchange for shares of our common stock. bNET operates bnetTV.com, and bnetTV, a content aggregator, internet broadcasting, publishing company and accredited media organization, that creates and distributes video content pertaining to new technology, primarily at corporate and consumer, events, trade shows and conferences. bNET, through its subsidiaries, has been streaming live broadcasts of corporate annual meetings over the internet for many large and small firms, awards shows for various industries.
Due to the length of time required by bNET to satisfy the conditions precedent to Closing the Bnet Asset Purchase Agreement, on April 9, 2014, the parties entered into an Amendment to update specific provisions based on certain events that have transpired since the parties first entered into the agreement. Specifically, the total number of shares of our Common Stock to be issued to BNET will be 54,000,000 shares to give effect to our change in capitalization as a result of the 16-for-1 forward stock split of our issued and outstanding Common stock effective in June 2013. While some of the conditions precedent to Closing have been satisfied, the closing is still subject to a number of conditions, among which requires BNET to provide us with (1) audited financial statements for the fiscal years ended December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012 and 2011, along with a the audit report, with respect to the fiscal years ended December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012 and 2011, issued by a PCAOB registered firm; (2) a report of the value of the BNET Assets established by the independent fair market valuation; and (3) all approvals and clearance from all regulatory authorities with respect to the proposed acquisition.
bNET is principally controlled by Gerald E. Sklar, our Chairman, CEO and Secretary and Anthony Sklar, a former officer and director of the Company. As result of their control position, our proposed acquisition of the bNET assets cannot be deemed to be an arms-length transaction.
Review, Approval and Ratification of Related Party Transactions
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, Directors and significant stockholders. However, all of the transactions described above were approved and ratified by Directors. In connection with the approval of the transactions described above, our Directors, took into account several factors, including their fiduciary duties to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive from an unrelated third party.
We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction based on the criteria set forth above.
Director Independence
Our Directors are not independent as we are not required to maintain independent Directors at this time. Furthermore, the Over-The-Counter Bulletin Board, where the Company hopes to quote its common stock does not require that quoted companies maintain independent Directors. We will seek to appoint independent Directors, as soon as it is practicable, but no later than if and when it is required to do so.
Item 14.
Item 14. Principal Accounting Fees and Services
Audit fees
The aggregate fees billed for the two most recently completed fiscal periods ended December 31, 2018 and December 31, 2017 for professional services rendered by Sadler, Gibb & Associates, LLC for the audit of our annual financial statements, quarterly reviews of our interim financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
Year Ended
December 31,
Year Ended
December 31,
Audit Fees
$14,500
$13,700
Audit Related Fees
$0
$0
Tax Fees
$0
$0
All Other Fees
$0
$0
Total
$14,500
$13,700
Audit Fees - This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.
Audit-Related Fees - This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.
Tax Fees - This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.
All Other Fees - This category consists of fees for other miscellaneous items.
Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors
The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors before the respective services were rendered.
The board of directors has considered the nature and amount of fees billed by Sadler Gibb, Certified Public Accountants and believes that the provision of services for activities unrelated to the audit is compatible with maintaining Sadler Gibb, Certified Public Accountant’s independence.
Part IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
3.1
Articles of Incorporation (1)
3.2
Bylaws (1)
3.3
Amended and Restated Articles of Incorporation (2)(4)(5)
3.4
Amended Bylaws (2)
10.1
Asset Purchase Agreement between bNET Communications, Inc. and BnetEFactor, Inc. (3)
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
32.2
Certification of Chief Financial Officer 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 **
*
filed herewith.
**
In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Annual Report on Form 10-K shall be deemed “furnished” and not “filed”.
(1)
Incorporated by reference to the Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on November 16, 2011.
(2)
Incorporated by reference to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on October 3, 2012.
(3)
Incorporated by reference to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on December 3, 2012.
(4)
Incorporated by reference to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 12, 2013.
(5)
Incorporated by reference to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 30, 2013
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.
Bnet Media Group, Inc.
April 16, 2019
By: /s/ Gerald E. Sklar
Gerald E. Sklar,
Chief Executive Officer and Principal Executive Officer
April 16, 2019
By: /s/ R. Nickolas Jones
R. Nickolas Jones,
Chief Financial Officer and 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 in the capacities and on the dates indicated.
Name
Positions
Date
/s/ Gerald E. Sklar
Gerald E. Sklar
Director, Chairman
April 16, 2019
/s/ Soren Søholt Christensen
Soren Søholt Christensen
Director
April 16, 2019
/s/ R. Nickolas Jones
R. Nickolas Jones
Director
April 16, 2019
/s/ Arnold James Sopczak
Arnold James Sopczak
Director
April 16, 2019
/s/Frank Madison
Frank Madison
Independent Director
April 16, 2019