SEC Filing Summary
Filing identified: The provided Form 10-Q is for B-Maven, Inc., not Iqstel Inc. It covers the quarter and nine months ended March 31, 2015, within the fiscal year ending June 30, 2015. The request metadata identifies “Iqstel Inc., 2014 Q3,” which does not match the filing text.
Business Context and Reporting Period
B-Maven is a Nevada development-stage company focused on developing, manufacturing, marketing, and selling the E-Scentual skin-care product line. The company reported limited operating activity, no cash, nominal inventory, and a shell-company status. It had 10,000,000 common shares outstanding as of May 20, 2015.
The company reported a change in control on April 30, 2015, after the period end. Former CEO and director Mr. Cenia resigned, and Patrick Gosselin became president, CEO, CFO, and sole director.
Financial Metrics
| Metric | Three Months Ended March 31 | Nine Months Ended March 31 |
|---|---|---|
| Revenue | $0 in 2015 versus $3,905 in 2014 | $0 in 2015 versus $7,707 in 2014 |
| Gross margin | $0 versus $3,402 in 2014; prior-year margin was 87.1% | $0 versus $6,783 in 2014; prior-year margin was 88.0% |
| Operating expenses | $6,039 versus $7,416 | $22,295 versus $26,547 |
| Interest expense | $298 versus $282 | $894 versus $601 |
| Net loss | $6,337 versus $4,026 | $23,989 versus $21,165 |
| Basic and diluted loss per share | $(0.00) in both periods | $(0.00) in both periods |
At March 31, 2015, total assets were $93, consisting entirely of inventory. Cash and cash equivalents were $0. Total liabilities were $68,442, including $57,405 of related-party loans, $5,418 of accrued expenses, $5,000 of customer advances, and $619 owed to an unrelated party. Stockholders’ deficit was $68,349.
Operating activities used $23,550 of cash during the nine months ended March 31, 2015. Related-party borrowing provided $23,550, resulting in no change in cash. The company had no bank credit facilities or committed financing sources.
Material Changes Versus the Prior Comparable Period
- Revenue declined to zero from $7,707 for the nine-month period and from $3,905 for the comparable quarter.
- The company moved from prior-year gross profit to no gross profit because no sales were recorded.
- Nine-month net loss increased to $23,989 from $21,165, while quarterly net loss increased to $6,337 from $4,026.
- Nine-month consulting and other expenses decreased to $22,295 from $26,243, and total expenses decreased to $22,295 from $26,547.
- Related-party loans increased from $33,855 at June 30, 2014 to $57,405 at March 31, 2015.
- On March 9, 2015, the company authorized Series A Convertible Preferred Stock. Up to 250,000 shares may be issued; the shares would have voting rights equal to 51% of total votes and be convertible into common stock at a 40-to-1 ratio. No preferred shares had been issued as of March 31, 2015.
Outlook, Risks, Contingencies, and Unusual Items
Management stated that the company requires additional financing to continue operations and execute its business plan. It estimated that commercial-scale product development could exceed $100,000 and that an additional $50,000 to $100,000 would be needed for raw materials, packaging, labeling, marketing, and advertising.
The financial statements include a going-concern uncertainty. Management reported negative working capital of $68,349, an accumulated development-stage deficit of $55,748, no committed financing, and limited revenue. The company stated that it may need to raise equity or debt financing, and failure to do so could require it to scale down or cease operations.
Related-party borrowings were unsecured. Two loans totaling $21,000 carried interest rates of 6% and 4%; additional related-party loans were non-interest-bearing. The company described the loans as due upon demand following amendments. The former lender, Mr. Cenia, resigned in connection with the subsequent change in control.
Other significant risks include limited operating history, lack of consumer acceptance, substantial competition, dependence on third-party manufacturers that had not yet been contracted, lack of patent or trademark protection, potential product-liability exposure, reliance on a single director and executive, possible shareholder dilution, and the absence of an established trading market. The company also stated that its OTCBB sponsorship had ended and that it intended to reapply.
The company reported no pending material litigation, no off-balance-sheet arrangements, no unregistered equity sales during the period, and no defaults upon senior securities. Management concluded that disclosure controls and procedures were effective as of March 31, 2015, with no material changes in internal controls during the quarter.
Investor Verification Checklist
- Verify the issuer and period: the filing is B-Maven, Inc. for the period ended March 31, 2015, not Iqstel Inc. or 2014 Q3.
- Confirm the going-concern qualification, zero cash balance, $68,349 stockholders’ deficit, and absence of committed financing.
- Reconcile the $57,405 of related-party loans, their demand features, interest rates, and subsequent change in control.
- Review the terms and potential control effects of the authorized but unissued Series A Convertible Preferred Stock.
- Assess whether the company obtained the stated $50,000–$100,000 financing needed for near-term operations and the larger estimated commercial-development funding.
- Confirm the company’s current trading status, OTC quotation eligibility, and liquidity limitations.
- Evaluate whether the E-Scentual products achieved meaningful sales, consumer acceptance, manufacturing arrangements, and intellectual-property protection after the reporting date.