XOTC:XUII Quarterly Report 10-Q Filing - 1/31/2012

Effective Date 1/31/2012

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UNITED STATES   

 

SECURITIES AND EXCHANGE COMMISSION   

 

Washington, D.C. 20549    

 

 

 

FORM 10-Q   

 

 

[x]   

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   

 

EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED January 31, 2012

  

 

OR   

 

  

 

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   

 

EXCHANGE ACT OF 1934   

Commission file number 333-169280

MEDORA CORP.

(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

7 Wareham Road

Kingston, Jamaica, WI

 (Address of principal executive offices, including zip code.)

 

(876) 775-6074
(Registrant’s telephone number, including area code)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
YES [  X ]  NO [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 
YES [X]   NO [    ]

 

 

 

 


 
 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer 

[ ]

Accelerated filer 

[ ]

Non-accelerated filer 

[ ]

Smaller reporting company 

[x]

 
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES [  ]  NO [X]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: March 9, 2012, the registrant had 62,054,600 shares issued and outstanding.

 

 

 

 

 

 

 

 

 

 

2


 
 

MEDORA CORP.

FORM 10-Q

January 31, 2012

INDEX

 

PART I-- FINANCIAL INFORMATION

 

 

PART II-- OTHER INFORMATION

 

 

SIGNATURES

EXHIBIT INDEX

 

 

 

 

3

 


 
 

PART I – FINANCIAL INFORMATION

ITEM 1.         FINANCIAL STATEMENTS

 

MEDORA CORP.
(A Development Stage Company)

January 31, 2012

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4

 


 
 

 

MEDORA CORP.  

(A Development Stage Company)  

BALANCE SHEETS  

(Unaudited)

 

 

January 31,

2012

 

July 31,

2011

ASSETS   

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

Cash and cash equivalents

270

 $

45

Prepaid expenses

 

 

 

 

 

         Total assets   

270

$

45

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT   

 

 

 

 

 

 

 

CURRENT LIABILITIES 

 

 

 

 

Accounts payable

$

4,505

$

5,575

Related party payable

 

28,046

 

2,496

 

 

 

         Total liabilities

 

32,551

 

8,071

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

Preferred stock, 100,000,000 shares authorized, $0.00001 par value; 0 shares issued and outstanding

-

-

Common stock, 100,000,000 shares authorized, $0.00001 par value; 62,054,600 shares issued and outstanding

 

620

 

620

Additional paid-in capital 

 

40,356

 

40,356

Deficit accumulated during development stage 

 

(73,257)

 

(49,002)

Total stockholders’ deficit

 

(32,281)

 

(8,026)

 

 

 

         Total liabilities and stockholders’ deficit   

$

270

$

45

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

F-1

 


 
 

MEDORA CORP.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

 

Three Months Ended

 

Six Months Ended

May 6, 2010 (Inception) to

 

 

January 31, 2012

 

January 31, 2011

 

January 31, 2012

 

January 31, 2011

 

January 31, 2012

EXPENSES

 

 

 

 

 

 

 

 

 

 

Consulting expense

$

5,490

$

3,412

$

15,690

$

8,836

$

37,287

General and administrative

 

 

1,030

 

64

 

1,525

 

3,423

Legal and accounting

 

3,343

 

5,138

 

8,400

 

15,772

 

30,022

Transfer agent

 

 

 

100

 

 

2,525

Total Expenses

 

8,833

 

9,580

 

24,254

 

26,133

 

73,257

Net loss

$

(8,833)

$

(9,580)

$

(24,254)

$

(26,133)

$

(73,257)

 

 

 

 

 

 

 

 

 

 

 

Net loss per share

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average

 

 

 

 

 

 

 

 

 

 

 

shares outstanding-

Basic and diluted

 

62,054,600

 

62,054,600

 

62,054,600

 

61,976,130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

F-2


 
 

 

MEDORA CORP.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Six Months Ended
January 31, 2012

 

Six Months

Ended

January 31, 2011

 

May 6, 2010 (Inception) to January 31, 2012

 

CASH FLOWS FROM OPERATING ACTIVITIES 

 

 

 

 

 

 

 

Net loss 

(24,255)

$

(26,133)

$

(73,257)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Prepaid expenses

 

 

5,000

 

 

Accounts payable

 

(1,070)

 

(4,275)

 

4,505

 

Net cash used in operating activities 

 

(25,325)

 

(25,408)

 

(68,752)

 

CASH FLOWS FROM FINANCING ACTIVITIES 

 

 

 

 

 

 

 

Proceeds from issuance of common stock 

 

 

19,513

 

47,607

 

Direct stock issuance costs

 

 

(6,631)

 

(6,631)

 

Related party advances

 

25,550

 

496

 

28,046

 

Net cash provided by financing activities

 

25,550

 

13,378

 

69,022

 

Net change in cash and cash equivalents 

 

225

 

(12,030)

 

270

 

Cash and cash equivalents, beginning of period 

 

45

 

23,259

 

 

 

Cash and cash equivalents, end of period 

270

$

11,229

$

270

 

SUPPLEMENTAL INFORMATION:

 

 

 

 

 

 

 

Interest paid

     $

     $

 

Income taxes paid

$

$

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.
F-3


 
 

MEDORA CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

 

NOTE 1.         BASIS OF PRESENTATION

 

The accompanying unaudited interim financial statements of Medora Corp. (“Medora” or “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commissions, and should be read in conjunction with the audited financial statements and notes thereto contained in Medora’s Annual Report for the year ended July 31, 2011 filed with the SEC on Form 10-K.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosures required in Medora’s fiscal 2011 financial statements have been omitted.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to useful life of long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Subsequent Events

 

The Company has evaluated subsequent events through the date these financial statements were issued to determine if there were any subsequent events to recognize or disclose in these financial statements.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.



 


 

F-4


 
 

MEDORA CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

 

NOTE 2.         GOING CONCERN

These financial statements have been prepared on a going concern basis, which implies Medora will continue to meet its obligations and continue its operations for the next fiscal year. As of January 31, 2012, the Company has an accumulated deficit of $73,257, limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs for the next twelve month period The Company’s sole officer and director is unwilling to loan or advance any additional capital to the Company, except for the costs associated with the preparation and filing of reports with the Securities and Exchange Commission (“SEC”). These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of Medora as a going concern is dependent upon financial support from its stockholders, the ability of Medora to obtain necessary equity financing to continue operations, and the attainment of profitable operations. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Medora be unable to continue as a going concern.

 

NOTE 3.         RELATED PARTY TRANSACTIONS


As of January 31, 2012, Medora Corp. has a payable to the Company’s president, Mr. Craig McKenzie, for $28,046 that was used for payment of expenses on behalf of the Company.  These amounts were loaned to the Company in December 2010, April and August 2011 and January 2012.  The amount is due on demand and has no terms of repayment, is unsecured, and bears no interest. 

 

NOTE 4.         STOCKHOLDERS’ EQUITY

 

On May 6, 2010, Medora issued 35,000,000 common shares to its president at $0.0002 per share for $7,025 in cash.

During July 2010, Medora issued an additional
14,045,933  shares for a total of $21,069 in cash.

During July 2011, Medora issued an additional 13,008,667 shares for a total of
$12,881 in cash, net of $6,631 of direct offering costs

 

 

 

 

 

 

 

 

 

F-5

 


 
 

ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

            The following provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.  See “Cautionary Statement on Forward-Looking Information.”

            We are a development stage corporation and have not yet generated or realized any revenues from our business operations.

 

            Our auditors have raised substantial doubt as to our ability to continue as an on-going business for the next 12 months. We have not generated any revenue, have not completed the development of our websites, and have only recently located businesses willing to offer significant discounts of their products or services to our registered members. 

 

            To meet our need for cash we raised $40,582 in a private placement offering. Even though we have commenced operations, we cannot guarantee that we will stay in business. To that end, we have used all of the funds from our offering and will need to secure additional financing in order to continue our operations. If we are unable to secure enough businesses of products or services at suitably low pricing or enough registered members willing to buy the products at the price we have negotiated with our businesses, we may quickly use up the proceeds from the offering and will need to find alternative sources, like a second public offering, or a private placement of securities, in order for us to maintain our operations. Our sole officer and director is unwilling to loan or advance any additional capital to the Company, except for the costs associated with legal costs, accounting costs, and with the preparation and filing of reports with the Securities and Exchange Commission. At the present time, we have not made any arrangements to raise additional cash, other than from our private offering. If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. If we need more money we will have to revert to obtaining additional funds as described above. Other than as described above, we have no other financing plans.

  

Plan of Operation

 

Our business concept is to present a daily discount for a niche market item (such as a spa, restaurant, or a tour outing), and if enough people sign up for the deal, the subscribers get the discount. The coupons are sent to the buyers by e-mail.  Conversely, if the quota is not reached, the deal is off, and no one is charged for what they subscribed to buy. If the deal does not work out, the company that we were “advertising” withdraws the discounted items, and the subscribers will be reimbursed.

 

A material challenge to our business operations has been getting enough registered members to purchase discounted products from businesses that participate in our program, and in order to achieve this goal we have created incentives for our registered members to inform others of the discounts that businesses are offering on our websites. We will encourage our registered members to share news about deals through email, Facebook, and Twitter, and other social media websites.  Encouraging new membership, we will guarantee that if one of our registered members sends our Company link to a friend, and the friend buys a Medora Coupon (“Coupon”) within 72 hours, the individual who sent the

 

 

 

 

 

5


 
 

link will get $10 worth of Medora credits in their account. In addition, if a user sends a referral to a friend, who then subscribes within 72 hours, the person who sent the referral will get $10 worth of Medora credits in their account when their friend buys their first deal from us.  We are also offering free gifts to be given away for people who register as members to our sites.  If we are unable to locate businesses or fail to generate enough traffic to our website it may have a material impact on our revenues or income or may result in our liquidity decreasing.

 

To better market our brand and expand our subscriber base, we felt it was necessary to re-brand our group buying site to something more marketable and for this reason we registered a new domain in the name of www.grabbittoday.com.  We feel that this new domain better describes to both our potential subscribers and businesses that we will offer new deals everyday and it will be important to act quickly and get today’s deal now.  We will continue to use www.medoracorp.com, however, this website will change in the near future to reflect a more corporate website than a group buying site, but until this occurs, www.medoracorp.com will continue to be part of the Company’s group buying websites.

 

To better expand our subscriber base we have begun targeting people in Jamaica, and European tourists, and USA tourists. Target these subscribers will be done as follows:

 

1)      Targeting users in Jamaica

a)      Build a database or purchase lists

b)      Make the website data rich

c)      Send out newsletters to attract sign ups

d)     Advertise by placing newspaper ads and do radio spots

e)      Offer subscribers a prize like an iPhone, or TV if they subscribe

 

2)      Targeting tourists from European countries visiting Jamaica

a)      Identify the top 5 countries in Europe that visit Jamaica the most

b)      Then target tour operators in those areas online and contact them to see if their visitors could benefit from our service of daily deals.

c)      Then provide these users with newsletters

d)     We can then also market through link building by advertising on the tour operator’s websites.

 

3)      Targeting tourists from the USA visiting Jamaica

e)      Identify the top 10 US states that visit Jamaica the most

f)       Then target tour operators and travel agents in those areas online and contact them to see if their visitors could benefit from our service of daily deals.

g)      Then provide these users with newsletters

h)      We can then also market through link building by advertising on the tour operator’s websites.

 

We plan to implement our business operations by finding local restaurants, spas, or other businesses that are willing to provide large discounts if their name is spread to a number of new registered members. We have had good success in finding businesses that are willing to provide large discounts to their products and services, but we have had little success in obtaining registered members.  Our Company advertises the business by offering coupons online, and then taking a portion of the money spent on each coupon.  At this time, our President has approached several local

 

 

 

6


 
 

businesses in both Kingston  and Ocho Rios, Jamaica, of which there are twenty businesses that have committed to participate in the group buying program prepared by the Company.  However, no formal agreements have been signed with any business at this moment as we lack the base of registered members. We believe that if the local economy in Jamaica is struggling, businesses we target to offer discounts for our program may be more inclined to participate in order to generate more business. However, if the local economy in Jamaica deteriorates extensively there may be few businesses in Jamaica who have the goods and services to participate in our program. In addition, some participating businesses in Jamaica may only operate their businesses during certain seasons, which may impede our ability to implement our business operations.

 

To increase commitments of businesses wanting to offer the goods or services to our subscribers, we had employed 2 full-time commissioned sales agents to assist with this initiative in growing our daily deals to our subscribers.  We have since reduced this to 1 full-time commissioned sales agent.  Commissions are only paid once a deal goes live on our sites.

 

To better manage our websites, operate our social media links and websites, to up load our deals on a daily basis and to assist with our payment processing we have reached an informal arrangement with our web developers to manage these aspects of our business on a full time basis.  There is no formal agreement in place for these services and will be billed to the Company on a monthly basis once we go live with deals on our sites.

 

Our business concept seeks to target the service and tourism sector. We believe that our concept is attractive in both a growing and shrinking economy because it allows our registered members access to daily discounts by participating businesses that have the opportunity to generate more income through increased sales.  Our concept allows businesses to generate more income and consumers to save more money. 

 

In both a growing and shrinking economy we anticipate that businesses will use our program as a marketing tool and to generate income from repeat customers.  Additionally, registered members will likely prefer to receive a discount whether the economic environment is positive or negative.

 

However, the local Jamaican economy may be volatile because it is dependent on tourism. Any signs of decline in tourist visits could directly cause local businesses to slow down business operations or go bankrupt which would directly affect the number of businesses able to participate in offering large discounts of their goods and services in exchange for bulk sales.   With fewer visitors to the local Jamaican economy there will likely be fewer registered members to our websites, and if this is the case it will directly affect the businesses being able to meet their thresholds set for group buyers.  A slowdown in the local economy may impact our short term liquidity.

 

To help prevent liquidity concerns, we will have to also target businesses that will have offerings of goods and services that will be attractive to the local community and not dependent on tourists.  Having businesses that have offerings that are attractive enough to generate local people to be registered members to our website will increase our exposure and will address our long-term liquidity concerns.  However, this has been a challenge as the larger part of the population in Jamaica do not use credit cards and thus our business model is changing to become more dependent on visitors.

 

            We anticipate that we will need to meet our ongoing cash requirements through the generation of revenue or equity and/or debt financing.  We estimate that our expenditures over the next 12 months

 

 

 

7


 
 

as of January 31, 2012, will be approximately $210,000 as described in the table below.  These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.

 

 

 

Description


Estimated Completion Date


Estimated Expenses
($)

Legal

12 months

20,000

Beta testing and servicing costs

Ongoing

15,000

Marketing and advertising

Ongoing

5,000 – 10,000

Investor relations and capital raising

12 months

10,000

***Management costs

12 months

10,000

**Salaries

Commencing on March 15, 2012

18,000

Fixed asset purchases for technology center

12 months

25,000

*Operating costs and general and administrative expenses

12 months

45,000

 

 

 

**Consulting fees

12 months

12,000

 

 

 

Accounting fees

12 months

45,000

Total

12 months

210,000

 

            *Operating costs and general and administrative expenses are the costs which we will incur with our day to day business.  These include such things as rent, phone, utilities, leaseholds, salaries, insurance and licenses.

 

            **Salaries will be paid to existing commission sales agents and future employees who will assist the Company with its sales and marketing efforts.  Consulting fees will be paid to any outside consultant that the Company needs to bring in for any form of special expertise not possessed by the sole officer and director of the Company.

 

            ***Management costs will be any costs associated to paying any future manager who will assist with the overseeing of the running of the business and who will be responsible for supervising the sales and marketing efforts.

 

 

 

8

 


 
 

            We intend to meet our cash requirements for the short term by generating revenue and, if possible, through a combination of debt financing and equity financing by way of private placements.  We currently do not have any arrangements or commitments in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.

 

            If we are not able to raise the full $210,000 to implement our business plan as anticipated, we will scale our business development in line with available capital.  Our primary priority will be to retain our reporting status with the SEC which means that we will first ensure that we have sufficient capital to cover our legal and accounting expenses.  Once these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on market awareness, testing and servicing costs as well as marketing and advertising to social media marketing websites.  We will likely not expend funds on the remainder of our planned activities unless we have the required capital. 

 

            If we are able to raise the required funds to fully implement our business plan, we plan to implement the below business actions in the order provided below. If we are not able to raise all required funds, we will prioritize our corporate activities as chronologically laid out below because the activity which needs to be undertaken in the initial months is prerequisite for future operations. We anticipate that the implementation of our business will occur as follows:

 

January 2012 to March 2012

  • Complete the design and upload our corporate website.
  • Continue to market the Company’s website to potential businesses wanting to offer discounts for their products and services.
  • Market products to hotels and resorts, pubs, restaurants, spas throughout the designated cities.
  • Complete certain asset purchases such as dedicated servers, and computer equipment.
  • Continue to market the Company on Social Media websites as Facebook and Twitter.
  • Market our websites to tour operators and travel agents in Europe and the USA.
  • Purchase lists and market newsletters to potential subscribers in Jamaica.
  • Hire local personnel to manage the technical aspects of the website and the daily offerings.
  • Hire in house accounting staff to manage the fulfillments of the transactions.
  • Purchase additional assets such as vehicles for sales calls.

 

April 2012 to December 2012

  • If initial launch is successful in a few cities in Jamaica, expand the concept to other Caribbean countries.
  • Hire additional marketing and sales staff.
  • Attend trade shows.
  • Market products to hotels and resorts, pubs, restaurants, spas throughout the designated cities.
  • Launch a new brand that is focused on the group buying concept but will focus on offering hotel accommodations only.

 

            Our concept is to utilize collective buying to get a daily deal on local goods and services. We plan to bring buyers and sellers together in a collaborative way that offers the consumer competitive prices and businesses a large number of new customers. By promising businesses a minimum number of customers, we can offer attractive deals with competitive prices. We plan to save consumers money and in return to generate more revenue for the businesses we feature.     

 

 

 

9

 


 
 

Limited Operating History; Need for Additional Capital

 

            There is limited historical financial information about us upon which to base an evaluation of our performance. We are a start-up (development stage) company and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

 

            To become profitable and competitive, we have to locate and negotiate agreements with established businesses to offer their products/services for sale to us at pricing that will enable us to establish and sell the products/services to our clientele.

             

            We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to our existing stockholders.

 

Results of Operations

 

From Inception on May 6, 2010 to January 31, 2012

 

            During the period from May 6, 2010 (inception) to January 31, 2012 we incorporated the company, hired the auditor, and hired the attorney for the preparation of our registration statement. We have prepared an internal business plan. We have reserved the domain name www.medoracorp.com and www.grabbittoday.com and they have been designed and uploaded.  Our net loss since inception is $73,257 as a result of incurring expenses of $37,287 for consulting fees, $21,453 for accounting fees, $8,569 for legal fees, $2,525 for transfer agent fees and $3,423 for other general and administrative expenses.

 

            At inception, we sold 35,000,000 shares of common stock to our former sole officer and director, Dr. Jehovan Owayne Fairclough for approximately $7,000. On June 10, 2010, Dr. Fairclough appointed Craig McKenzie as his replacement by way of board resolution as the president, chief executive officer, chief financial officer, treasurer, secretary and sole member of the board of directors. On June 10, 2010, Dr. Jehovan Fairclough resigned as the president, chief executive officer, chief financial officer, treasurer, secretary and sole member of the board of directors and sold to Craig McKenzie his 35,000,000 shares of common stock for $7,000 in a private transaction.

 

These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the foregoing investors had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

 

 

 

10


 
 

            During the period from May 6, 2010 (inception) to January 31, 2012, we sold 27,054,600 shares of our common stock at $0.0015 per share for a total of $40,582 to forty-two (42) investors.

 

We issued these shares in reliance on the safe harbor provided by Regulation S promulgated under the Securities Act of 1933, as amended.  These investors who received the securities represented and warranted that they are not “U.S. Persons” as defined in Regulation S. In the alternative, the issuance of these shares was exempt from registration pursuant to Section 4(2) of the Securities Act. We made this determination based on the representations of the  Shareholders which included, in pertinent part, that such shareholders were either (a) “accredited investors” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, or (b) not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S under the Act, and that such shareholders were acquiring our common stock, for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution thereof, and that the Shareholders understood that the shares of our common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

 

            On November 7, 2011, the Board of Directors of the Company appointed Denis Daye, to serve as the Company’s Secretary.

 

            Ms. Daye has extensive experience and knowledge of the tourism industry in Jamaica where she has established a network of relationships with businesses and tour operators throughout the country.  Her experience in the tourism industry began in Ocho Rios, where in February of 2006 she was marketing and selling various tours to tourists on behalf of First Choice Taxi Services.  First Choice Taxi Services is a tour and taxi service provider in St. Ann, Jamaica which focuses on servicing the areas of Ocho Rios, Montego Bay, and Negril.  In addition to being the head of marketing Ms. Daye was also the administration assistant in charge of production of marketing materials and bookkeeping for First Choice Taxi Services.  Ms. Daye later resigned from the company in May of 2011 in order to spend more time with her family.

 

Lack of Revenues

 

            We have limited operational history. From our inception on May 6, 2010 to January 31, 2012, we did not generate any revenues. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.


Expenses

 

            For the period from May 6, 2010 (inception) to January 31, 2012, our expenses were as follows:

 

Type of Expense

($)

General and administrative

3,423

Professional fees

67,309

 

            During the period from May 6, 2010 (inception) to January 31, 2012 our total expenses were $73,257

 

 

 

11


 
 

Net Loss

 

            For the period from May 6, 2010 (inception) to January 31, 2012, we incurred a net loss of $73,257.

 

Liquidity and Capital Resources

 

            As of the date of this report, we have yet to generate any revenues from our business operations.

 

            As of January 31, 2012, our total assets were $270 comprised entirely of cash and our total liabilities were $32,551 comprised of a related party payable and accounts payable.

 

            On August 11, 2011, we borrowed $14,560 from our President, Craig McKenzie to pay for our reporting obligations including this report. The loan is non-interest bearing, unsecured and due upon demand.

 

            We anticipate that we will meet our ongoing cash requirements through the generation of revenue and equity or debt financing.  We estimate that our expenditures over the next 12 months as of January 31, 2012, will be approximately $210,000. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.

 

            Our specific goal is to profitably sell discounted products and services to our registered members, or those people who sign up with us on our websites will be deemed a registered member, by allowing the public to buy group coupons for local restaurants, hotels, spas, tourist attractions and bars in Jamaica.  

 

            We intend to meet our cash requirements for the short term by generating revenue and through a combination of debt financing and equity financing by way of private placements.  We currently do not have any arrangements or commitments in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.

 

            If we are not able to raise the full $210,000 to fully implement our business plan as anticipated, we will scale our business development in line with available capital.  Our primary priority will be to retain our reporting status with the SEC which means that we will first ensure that we have sufficient capital to cover our legal and accounting expenses.  Once these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on market awareness, testing and servicing costs as well as marketing and advertising to social media marketing websites.  We will likely not expend funds on the remainder of our planned activities unless we have the required capital. 



 

 

 

12


 
 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and as defined by Rule 229.10(f)(1) of Regulation S-K, and are not required to provide the information under this item.

 ITEM 4.                    CONTROLS AND PROCEDURES.


Evaluation of Disclosure Controls and Procedures

 

            We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were not effective as of the end of the period covered by this report due to the lack of adequate segregation of duties and the absence of an audit committee.

Changes in Internal Controls

 

            There were no changes in our internal control over financial reporting during our most recent fiscal quarter that affected, or were reasonably likely to affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

ITEM 1.         LEGAL PROCEEDINGS.

 

            We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

ITEM 1A.      RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

 

 

13


 
 

ITEM 2.         UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

            None. 

ITEM 3.         DEFAULTS UPON SENIOR SECURITIES

            None. 

ITEM 4.         MINE SAFETY DISCLOSURES

            Not applicable.

ITEM 5.         OTHER INFORMATION

            None. 

 

 

 

 

 

14


 
 

ITEM 6.         EXHIBITS.

      The following documents are included herein:

 

 

Incorporated by reference

 

Exhibit

Document Description

Form

Date

Number

Filed herewith

           
           

 

3.1

 

Articles of Incorporation.

 

S-1

 

9/09/10

 

3.1

 

 

 

 

 

 

 

3.2

Bylaws.

S-1

9/09/10

3.2

 

 

 

 

 

 

 

4.1

Specimen Stock Certificate.

S-1

9/09/10

4.1

 

 

 

 

 

 

 

10.1

Consulting Agreement.

S-1

9/09/10

10.1

 

14.1

  Code Of Ethics

  10-K

  11/1/11

  14.1

 

 

 

 

 

 

 

31.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

99.1

Regulation S Subscription Agreement

S-1/A-1

10/22/10

99.1

 

 

 

 

 

 

99.2

Audit Committee Charter

10-K

11/1/11

99.2

 

 

 

 

 

 

99.3

Disclosure Committee Charter

10-K

11/1/11

99.3

 

 

 

 

 

 

 

101

Interactive Data Files

 

 

 

 

 

101.INS – XBRL Instance Document

 

 

 

 

 

101.SCH - XBRL Taxonomy Schema

 

 

 

 

 

101.CAL - XBRL Taxonomy Calculation Linkbase

 

 

 

 

 

101.DEF - XBRL Taxonomy Definition Linkbase

 

 

 

 

 

101.LAB - XBRL Taxonomy Label Linkbase

 

 

 

 

 

101.PRE - XBRL Taxonomy Presentation Linkbase

 

 

 

 

 

 

 

 

 

 

 
 
 
 

15


 
 

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 15th day of March, 2012.

                                                                                    MEDORA CORP.

BY:    /s/ CRAIG MCKENZIE
            Craig McKenzie, President, Principal Executive
            Officer, Treasurer, Principal Financial Officer,
            Principal Accounting Officer and sole member of
            the Board of Directors.

 

 

 

 

 

 

 

 

16


 
 

EXHIBIT INDEX

 

 

 

Incorporated by reference

 

Exhibit

Document Description

Form

Date

Number

Filed herewith

           
           

 

3.1

 

Articles of Incorporation.

 

S-1

 

9/09/10

 

3.1

 

 

 

 

 

 

 

3.2

Bylaws.

S-1

9/09/10

3.2

 

 

 

 

 

 

 

4.1

Specimen Stock Certificate.

S-1

9/09/10

4.1

 

 

 

 

 

 

 

10.1

Consulting Agreement.

S-1

9/09/10

10.1

 

14.1

  Code Of Ethics

  10-K

  11/1/11

  14.1

 

 

 

 

 

 

 

31.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

99.1

Regulation S Subscription Agreement

S-1/A-1

10/22/10

99.1

 

 

 

 

 

 

99.2

Audit Committee Charter

10-K

11/1/11

99.2

 

 

 

 

 

 

99.3

Disclosure Committee Charter

10-K

11/1/11

99.3

 

 

 

 

 

 

 

101

Interactive Data Files

 

 

 

 

 

101.INS – XBRL Instance Document

 

 

 

 

 

101.SCH - XBRL Taxonomy Schema

 

 

 

 

 

101.CAL - XBRL Taxonomy Calculation Linkbase

 

 

 

 

 

101.DEF - XBRL Taxonomy Definition Linkbase

 

 

 

 

 

101.LAB - XBRL Taxonomy Label Linkbase

 

 

 

 

 

101.PRE - XBRL Taxonomy Presentation Linkbase

 

 

 

 

 

 

 

 

 

 

 

 

17

 

 

 

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