DEMAND BRANDS, INC. QUARTERLY REPORT

Transcription

1 DEMAND BRANDS, INC. QUARTERLY REPORT September 30, 2018 (877) CUSIP No.: 24803B 104 ISSUER S EQUITY SECURITIES Capital Stock 500,000,000 Shares of Common Stock authorized, par value $ ,224,670 common shares issued and outstanding as of November 10, 2018 INFORMATION AND DISCLOSURE STATEMENT All information in this Information and Disclosure Statement has been compiled to fulfill the disclosure requirements of Rule 15c2-11 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act ). The enumerated items and captions contained herein correspond to the format as set forth in that rule. 1

2 Demand Brands, Inc. Quarter Ended September 30, 2018 Disclosure and Financial Statement 1) Name of the issuer and its predecessors The exact name of the Issuer is Demand Brands, Inc. ( Company or Issuer ) as of August 7, 2018, formerly known as Innovativ Media Group, Inc. as of July 7, 2015, formerly known as Global Gaming Network, Inc. as of August 16, 2005, formerly known as Media Classics Group International, Inc. as of March 8, 2005 in the State of Washington and Media Classics Group International, Inc. in the State of Delaware as of February 29, Media Classics Group International, Inc. was formerly known as Deer Park Productions, Inc. 2) Address of the Issuer s principal executive offices Company Headquarters 100 Oceangate, Suite 1200 Long Beach, CA Phone: info@demandbrandsinc.com Website: IR Contact Dale Funk 3) Security Information Trading Symbol: DMAN Exact title and class of securities outstanding: Common Stock Class CUSIP: 24803B 104 Par or Stated Value: Total shares authorized: 500,000,000 as of: 11/10/18 Total shares outstanding: 372,224,670 as of: 11/10/18 Transfer Agent Action Stock Transfer Corp E. Fort Union Blvd, Ste. 214 Salt Lake City, UT Phone: Is the Transfer Agent registered under the Exchange Act? Yes 2

3 List any restrictions on the transfer of security: None Describe any trading suspension orders issued by the SEC in the past 12 months. None 4) Issuance History The nature of each offering (e.g., Securities Act Rule 504, intrastate, etc.); The Issuer on December 20, 2011 entered into a Stock Purchase Agreement with Wilshire Capital Ltd. ( Wilshire ) whereby Wilshire agreed to purchase for an aggregate subscription price of $200,000 a certain number of shares of Common Stock of the Company. The Shares shall be purchased in installments of not less than $10,000 ( Installments ) of Wilshire s sole choosing at any time during a ninety (90) day period commencing on the date hereof and terminating on December 31, 2012 ( Conversion Period ), or earlier by the mutual approval of both parties. The price for the Shares, at each installment purchase and conversion, shall be equal to an amount of Shares calculated at a rate equal to 75% of the OTC market price of the Company s Common Stock based on a 10 day trailing average of the lowest bid for the Company Common Stock ( Conversion Rate ) at the date of notice of purchase and conversion and the payment of the portion of the Subscription Price to Company. Wilshire did not subscribe to any shares and the Agreement expired May 31, 2012 with the mutual approval of both parties. Wilshire acknowledged that the Shares purchased under the Subscription Agreement are restricted shares under SEC rule 144 and shall be subject to all appropriate holds and restrictions. The Subscription Agreement has not been reviewed by the Securities and Exchange Commission (the "SEC") or any state securities agency because of applicable exemptions from the registration provisions of the Securities Act of 1933 (the "Act") and/or applicable state securities laws (collectively, the "Securities Laws").The Subscription Agreement has not been registered with any jurisdictions. The Issuer on June 15, 2012 entered into a Stock Purchase Agreement ( SPS ) with Wilshire Capital Ltd. ( Wilshire ) whereby Wilshire agreed to purchase for an aggregate subscription price of $300,000 a certain number of shares of Common Stock of the Company. The Shares shall be purchased in installments of not less than $10,000 ( Installments ) of Wilshire s sole choosing at any time during a ninety (90) day period commencing on the date hereof and terminating on December 31, 2012 ( Conversion Period ). The price for the Shares, at each installment purchase and conversion, shall be equal to an amount of Shares calculated at a rate equal to 75% of the OTC market price of the Company s Common Stock based on a 10 day trailing average of the lowest bid for the Company Common Stock ( Conversion Rate ) at the date of notice of purchase and conversion and the payment of the portion of the Subscription Price to Company. As of June 30, 2015, Wilshire had invested $176,150 for the issuance of 161,096,666 of the Common Stock of the Company. The SPS between the Issuer and Wilshire expired on December 31, Wilshire has acknowledged that the Shares purchased under the Subscription Agreement are restricted shares under SEC rule 144 and shall be subject to all appropriate holds and restrictions. The Subscription Agreement has not been reviewed by the Securities and Exchange Commission (the 3

4 "SEC") or any state securities agency because of applicable exemptions from the registration provisions of the Securities Act of 1933 (the "Act") and/or applicable state securities laws (collectively, the "Securities Laws").The Subscription Agreement has not been registered with any jurisdictions. The Issuer entered into a Securities Purchase Agreement with Carebourn Capital, L.P. ( Carebourn ) dated March 17, 2014 (the Agreement ), in connection with the issuance of an 8% convertible note of the Corporation, in the aggregate principal amount of $52,500 (the Note ), convertible into shares of common stock, $ par value per share, of the Company (the Common Stock ), upon the terms and subject to the limitations and conditions set forth in such Note, along with an irrevocable letter agreement with Action Stock Transfer, the Corporation s transfer agent (the Transfer Agent ), with respect to the reserve of 70,000,000 shares of common stock of the Corporation to be issued upon any conversion of the Note and the issuance of such shares of common stock in connection with a conversion of the Note. As of June 30, 2015, Carebourn converted $52,500 of the Note plus $4, in interest for issuance of 712,984,807 shares of the Company s Common Stock and the Note is fully paid and retired. The Issuer entered into a Convertible Promissory Note Agreement with River North Equity, LLC ( RN ) dated September 19, 2017 (the RN Agreement ) in connection with the issuance of a 6% convertible note in the aggregate principal amount of $52,500 (the RN Note ), which has a one year maturity term ( Term ), and is convertible into shares of the Company Common Stock, at the election of the holder RN at any point during the Term of the RN Note, for a fixed price of $.0261 per share of Common Stock. Interest is accrued and deferred until the end of the Term, which has been extended to September 19, The RN Note and RN Agreement were cancelled and assumed in connection with the acquisition of Demand Brands, Inc. on August 1, 2018 During fiscal 2017 the Company issued an aggregate of 13,000,000 shares of restricted Company Common Stock to acquire a minority interest in an entertainment channel and a search engine and directory. On October 18, 2018 the Company issued 10,000,000 shares of restricted common stock to Global Tech Industries, Inc. ( GTI ) in connection with the purchase of a minority share interest of GTI. Any jurisdictions where the offering was registered or qualified; See above for details The number of shares offered: See above for details The number of shares sold: See above for details The price at which the shares were offered, and the amount actually paid to the issuer: See above for details 4

5 The trading status of the shares: See above for details Whether the certificates or other documents that evidence the shares contain a legend (1) stating that the shares have not been registered under the Securities Act and (2) setting forth or referring to the restrictions on transferability and sale of the shares under the Securities Act: See above for details 5) Financial Statements. The Issuer has posted the attached financial statements for the Quarter ended September 30, 2018 through the OTC Disclosure and News Service. The issuer has provided the following financial statements: Balance Sheet; Statement of Income; Statement of Cash Flows; Statement of Changes in Stockholders Equity; 6) Describe the Issuer s Business, Products and Services A description of the issuer s business operations: The Company is a collection of brands and businesses promoting healthy lifestyles primarily operating in the Health and Wellness, Cannabis Edibles and Hemp and CBD Sectors Date and State (or Jurisdiction) of Incorporation: Incorporated in Delaware in 1996, removed by merger in 2005 to Washington State. The Issuer s primary and secondary SIC Codes: The Issuer s primary SIC Code is 7819* and it s secondary SIC code is 7829* * (Company is applying to change SIC codes). The Issuer s fiscal year end date: December 31 Principal products or services, and their markets: Demand Brands is associated with an array of brands and businesses that market Edibles, Oils, Vapes and Beverage products. 5

6 The Issuer entered into a Stock Purchase Agreement with Demand Brands, Inc. dated July 16, 2018 under which the Issuer acquired 100% of the equity of Demand Brands, Inc. a California corporation ( DCA ) in exchange for the aggregate issuance of 300 restricted shares of its Series B Preferred Stock. Also on July 16, 2018 the Issuer entered into an Operating and Asset Purchase Agreement ( OAPA ) with DCA, Bruce Hannan (Hannan ) and Guy Peckham ( Peckham ) and Innovativ Media Group, Inc. a Wyoming corporation ( IWYO ). Under the OAPA IWYO conveyed 5,000,000 of the Issuers Series A Preferred stock and the Issuer conveyed 5,000,000 of Series C stock to Hannan and Peckham and spun out certain assets of the Issuer to IWYO. The OAPA also granted management control to Hannan and Peckham and described and detailed operational terms of Issuer going forward upon closing. The transactions formally closed on August 1, 2018 and the Issuer changed its name and trading symbol, which was declared effective by FINRA on October 24, The Issuer entered into a Stock Purchase Agreement with Innovativ Media Group, Inc. ( Innovativ ) on June 23, 2015, subsequently amended on July 9, 2015, in which Innovativ conveyed 5,000 Shares of its Common Stock and certain motion picture, intellectual properties, business concept, certain digital entertainment assets and properties and domain names in exchange for the issuance by the Company of 20 million of its Series C Preferred Shares, Five Million of its restricted Series A Preferred Shares and the Redemption to its treasury of 3 of its Series A Preferred Shares held by affiliates plus the retirement of certain debt. On April 22, 2016 the holder of all the Series C preferred Stock converted the shares into 80,000,000 restricted common shares of the Issuer. The Issuer entered into an Asset Purchase Agreement with Lux Digital Pictures GmbH Partners (LUX ) on April 20, 2015 whereby LUX acquired all of the Company s right title, good will and interest in its SportsAlert.com text messaging service and Amped Fantasy Sports and the website ampedfantasy.com in exchange for 800 Series C Preferred Shares in Total Sports Media, Inc. The Issuer entered into a three (3) year Management Agreement on April 22, 2016 with its CEO to serve without salary in exchange for the issuance of 12,000,000 restricted shares of its common stock. 7) Describe the Issuer s Facilities The Issuer presently utilizes office facilities connected to a nutritional products production center and warehouse without a rental charge. The Issuer does not own or lease any properties and/or facilities. 8) Officers, Directors, and Control Persons A. Names of Officers, Directors, and Control Persons. Bruce Hannan is presently the President, Director, Treasurer and Secretary of the Company, commencing his services on August 1, 2018 and Guy Peckham is a Director and Chief Operating Officer, commencing his services on August 1, Beneficial Owners of more than 5% of the Issuer s equity securities are: Series B Preferred Stock* 6

7 Bruce Hannan 100 Oceangate Suite 1200, Long Beach, CA Guy Peckham 100 Oceangate Suite 1200, Long Beach, CA Daniel Tackett 100 Oceangate Suite 1200, Long Beach, CA Series C Preferred Stock Bruce Hannan 100 Oceangate Suite 1200, Long Beach, CA Guy Peckham 100 Oceangate Suite 1200, Long Beach, CA Common Stock Innovativ Media Group, Inc Wilshire Blvd. #450 Los Angeles, CA * Only on a fully diluted basis upon conversion into Common Stock B. Legal/Disciplinary History. Please identify whether any of the foregoing persons have, in the last five years, been the subject of: A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses); No The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person s involvement in any type of business, securities, commodities, or banking activities; No A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or No The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person s involvement in any type of business or securities activities. No C. Beneficial Shareholders. All persons/entities beneficially owning more than ten percent (10%) of any class of the Issuer s equity securities are: 7

8 Series C Preferred Stock Bruce Hannan 100 Oceangate Suite 1200, Long Beach, CA ,333,334 shares Guy Peckham 100 Oceangate Suite 1200, Long Beach, CA ,666,666 shares Common Stock Innovativ Media Group, Inc Wilshire Blvd. #450 Los Angeles, CA ,000,000 shares 9) Third Party Providers Legal Counsel Mark J. Richardson, Esq. Richardson & Associates 1453 Third Street Promenade, Suite 315 Santa Monica, California Telephone: (310) Facsimile: (310) markr@richardson-law.com Accountant or Auditor Frucci & Associates II, PLLC 802 N. Washington St. Spokane, WA Investor Relations Consultant None Other Advisor: Any other advisor(s) that assisted, advised, prepared or provided information with respect to this disclosure statement. None 10) Issuer Certification I, Bruce Hannan certify that: 1. I have reviewed this quarterly disclosure statement of Demand Brands, Inc. 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 8

9 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. November 19, 2018 /s/ Bruce Hannan, President 9

10 Demand Brands, Inc. Balance Sheet Unaudited, September 30, Sep-18 Assets Current Assets $ - Pledged Marketable Securities $ 127,018 Total Current Assets $ 127,018 Property and Equipment $ 120,000 Other Assets Proprietary Products, Intelectual Property, Trademarks and Development $ 408,562 Cash and Equivalents $ 503,200 Product Research & Development $ 46,140 Total Assets $ 1,204,920 Liabilities and Stockholders' Equity Liabilities Current Liabilities Accounts payable $ 19,677 Research and Development (Cumulative Total) $ 46,140 Total Current Liabilities $ 65,817 Notes Payable Line of Credit $ 100,000 Total Liabilties $ 165,817 Stockholders' Equity Common stock (500,000,000 authorized: par value: 372,224,670 and 256,724,670 issued and outstanding ) $ 2,135 10

11 Series A Preferred (10,000,000 authorized: par value: 5,000,000 issued and outstanding respectively) $ 1 Paid in Capital $ 1,288,369 Series B Preferred (10,000,000 authorized: par value: 364 issued and outstanding respectively) $ 1 Series c Preferred (20,000,000 authorized: par value: 5,000,000 and 0 issued and outstanding respectively) $ 1 Retained Earnings $ (251,404) Total Liabilities and Stockholders' Equity $ 1,204,920 11

12 Demand Brands. Inc. Statement of Operations (Unaudited) for the Quarter Ended September 30, 2018 Gross Revenues $ 23,441 Operating Expenses $ 17,834 Gross Profit $ 5,607 General and Administrative Expense $ 12,528 Net Income From Operations $ (6,921) 12

13 Demand Brands, Inc. Statement of Cash Flows (Unaudited) for the Quarter Ended September 30, 2018 Cash flow from Operating Activities Net Income (Loss) for the Quarter Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities $ (6,921) Depreciation $ - Stock Issues for Services $ - Cash Gained from Acquired $ - Business $ - Amortization of Film Assets Changes in assets and Liabilities (Increase)decrease in Accounts $ (19,677) Payable $ 100,000 Increase (decrease) pledged assets $ (100,000) (Increase) decrease in line of credit Net Cash Provided from Operatin $ (26,598) Activities Cash Flow from Investing Activities Purchase of business assets $ 528,562 Net Cash Used in Investing $ 528,562 Activities Cash Flow from Financing Activities Issuance of Stock for Investment Activities $ 515,795 13

14 Demand Brands, Inc. Statement of Stcockholders Equity (Unaudited) as of September 30, 2018 Common Stock Preferred Stock Series Shares Amount A B C Additional Paid in Capital Retained Earnings (Deficit) Balance 6/30/ ,724, ,000,000 5,000,032 $ 242,357 $ (244,483) Issue of Common Shares 80,500,000 1 $ 515,794 Redemmtion of Series B (32) Issue of Series C 5,000,000 Issue of Series B for Note 64 Net Income (Loss) for Qtr. Ended 9/30/18 Issue of Series B for Purchase Balance 9/30/ ,224,670 2,135-5,000,000 5,000,364 5,000, ,151 - (251,404) 14