UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 February 28, 2015
   
[  ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
   
  For the transition period from                  to __________
   
  Commission File Number:  333-148385

 

Lans Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Nevada TBA
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

13 The Concourse, London, UK NW9 5AX
(Address of principal executive offices)

 

1442-78-0188
(Registrant’s telephone number)
 
(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 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 (§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.

 

[ ] Large accelerated filer [ ] Accelerated filer
[] Non-accelerated filer [X] Smaller reporting company

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 133,300,000 common shares as of April 14, 2015.

1
Table of Contents

  TABLE OF CONTENTS

 

Page 

 

PART I – FINANCIAL INFORMATION

 

Item 1: Financial Statements  3
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations  4
Item 3: Quantitative and Qualitative Disclosures About Market Risk  6
Item 4: Controls and Procedures  6

 

PART II – OTHER INFORMATION

 

Item 1: Legal Proceedings  7
Item 1A: Risk Factors  7
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds  7
Item 3: Defaults Upon Senior Securities  7
Item 4: Mine Safety Disclosures  7
Item 5: Other Information  7
Item 6: Exhibits  7
2
Table of Contents

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:

 

F-1 Balance Sheets as of February 28, 2015 and November 30, 2014 (unaudited);
F-2 Statements of Operations for the three months ended February 28, 2015 and 2014 (unaudited);
F-3 Statements of Cash Flows for the three months ended February 28, 2015 and 2014 (unaudited);
F-4 Notes to Financial Statements (unaudited).

 

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended February 28, 2015 are not necessarily indicative of the results that can be expected for the full year.

3
Table of Contents

LANS HOLDINGS, INC.

BALANCE SHEETS

(UNAUDITED)

 

  February 28,   November 30,
    2015   2014
ASSETS        
TOTAL ASSETS   $ —       $ —    
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
Current Liabilities                
Accounts payable and accrued expenses   $ 21,138     $ 7,892  
Short-term loan payable to related party     25,000       25,000  
Due to related party     150,000       150,000  
Total Liabilities     196,138       182,892  
Stockholders’ Deficit                

Preferred stock, 100,000,000 shares authorized, $0.001 par value; no shares issued and outstanding

    —         —    

Common stock, 500,000,000 shares authorized, $0.001 par value; 133,300,000 shares issued and outstanding

    133,300       133,300  
Additional paid-in capital     75,814       75,814  
Accumulated deficit     (405,252 )     (392,006 )
Total Stockholders’ Deficit     (196,138 )     (182,892 )
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT   $ —       $ —    

 

(See accompanying notes to unaudited financial statements)

F-1
Table of Contents

LANS HOLDINGS, INC.

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED FEBRUARY 28, 2015 AND 2014

(UNAUDITED)

 

    2015   2014
REVENUES   $ —       $ —    
OPERATING EXPENSES                
General and administrative   $ 13,246     $ 3,581  
TOTAL OPERATING EXPENSES     13,246       3,581  
NET LOSS   $ (13,246 )   $ (3,581 )
LOSS PER COMMON SHARE: BASIC AND DILUTED   $ (0.00 )   $ (0.00 )
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED     133,300,000       133,300,000  

 

(See accompanying notes to unaudited financial statements)

F-2
Table of Contents

LANS HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED FEBRUARY 28, 2015 AND 2014

(UNAUDITED)

 

    2015   2014
CASH FLOWS FROM OPERATING ACTIVITIES                
Net loss   $ (13,246 )   $ (3,581 )
Change in operating assets and liabilities:                
Prepaid expenses     —         (500 )
Accounts payable and accrued expenses     13,246       (1,081 )
Net Cash Used In Operating Activities     —         (2,000 )
CASH FLOWS FROM FINANCING ACTIVITIES                
Advances from related party     —         2,000  
Net Cash Provided by Financing Activities     —         2,000  
Net Increase in cash and cash equivalents     —         —    
Cash, beginning of period     —         —    
Cash, end of period   $ —       $ —    

SUPPLEMENTARY CASH FLOW INFORMATION:

               
Interest paid   $ —       $ —    
Income taxes paid   $ —       $ —    

 

(See accompanying notes to unaudited financial statements)

F-3
Table of Contents

LANS HOLDINGS, INC.

NOTES TO THE FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 – NATURE OF BUSINESS

 

Nature of Business

Lans Holdings, Inc. (the “Company”) was incorporated in Nevada on November 13, 2007. In 2014, The Company acquired a license to a software payment platform which allows merchants to advertise and sell goods and process payments so that they can cash in sales of their goods at the Company’s online store.

 

The Company has incurred losses since inception, has negative working capital, and has not yet generated revenues from sales of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

These financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year end is November 30.

 

Interim Financial Statements

The accompanying unaudited interim financial statements of the 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 Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained elsewhere in this prospectus. 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 disclosure contained in the audited financial statements for the most recent fiscal year end November 30, 2014 have been omitted.

 

Use of Estimates

The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to 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.

 

Financial Instruments

The Company’s financial instruments consist of cash, accounts payable and accrued expenses, loans payable and an amount due to an officer. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less to be cash equivalents. At February 28, 2015 and November 30, 2014, the Company had $0 of cash.

F-4
Table of Contents

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Intangible Assets

Software, licenses and other rights have been capitalized in accordance with ASC 350-40 “Intangibles – Goodwill and Other – Internal-Use Software.” Amortization is calculated on a straight line basis over its estimated useful life of 20 years.

 

If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the excess of the carrying value over the fair value of the asset.

 

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.

 

Any deferred tax asset is considered immaterial and has been fully offset by a valuation allowance because at this time Company believes that it is more likely than not that the future tax benefit will not be realized as the Company has no current operations.

 

Revenue Recognition

The Company will recognize revenue when products are fully delivered or services have been provided and collection is reasonably assured.

 

Subsequent Events

The Company has evaluated all transactions through the date the financial statements were issued for subsequent event disclosure consideration.

 

Loss Per Common Share

Basic earnings per share is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of February 28, 2015 and November 30, 2014, the Company has no potentially dilutive securities outstanding.

 

Recent Accounting Pronouncements

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

 

NOTE 3 – INTANGIBLE ASSET

 

On November 21, 2014, the Company entered into a license agreement (the “License Agreement”) with PayFlex Systems (“Payflex”). The President of PayFlex is also, the Company’s Chief Executive Officer. Pursuant to the License Agreement, the Company obtained an exclusive worldwide license to use all of PayFlex’s payment processor codes, patent and intellectual rights, contracts, permits and licenses. The license is for twenty years unless terminated earlier as provided for in the License Agreement.

 

In exchange for the license, the Company is required to pay PayFlex $150,000 in cash for the license and raise $200,000 for its own working capital needs within 90 days of closing the License Agreement. The Company is also required to issue a number of shares of the Company’s common stock necessary to give 55% of the total issued and outstanding shares of the Company to PayFlex or its nominees within 90 days of closing the License Agreement.

 

In addition, the Company would be required to issue a number of shares of the Company’s common stock necessary to give 70% of the total issued and outstanding shares of the Company to PayFlex or its nominees on the anniversary of the License Agreement in which the Company’s audited filed financial statements for gross annual revenues attributable to the business exceeds $5,000,000.

 

The Company has not made the required cash and share payments. The cash requirement of $150,000 was recorded by the company as expense and payable to related party. The Company has not raised the $200,000 required by the License Agreement. As of the date of the financial statements, the amount has not been paid and the Company has obtained a 60-day extension.

F-5
Table of Contents

NOTE 3 – INTANGIBLE ASSET (CONTINUED)

 

The Company evaluated this transaction by reviewing the ownership percentages of the new shareholders as of the acquisition date and SAB Topic 5G. The Company is determined to be both the legal acquirer and the accounting acquirer of these assets. Since the new shareholders simultaneously obtained the control of the Company, with an overall ownership percentage of approximately 55%, the assets acquired from PayFlex were recorded at the cash requirement of $150,000.

 

At November 30, 2014, due to the Company’s uncertain future revenues generated by the license, the Company performed impairment tests as prescribed by ASC 350. As a result, the Company recorded an impairment charge totaling $150,000.

 

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses of $21,138 and $7,892 at February 28, 2015 and November 30, 2014, respectively, consist of amounts owed to the Company’s outside legal counsel, consultants, transfer agent and independent auditor for services rendered.

 

NOTE 5 – LOAN PAYABLE

 

On November 24, 2014, the Company issued a $25,000 promissory note to a director of the Company pursuant to the Agreement of Conveyance, Transfer and Assignment of Obligations described in Note 6. The promissory note is unsecured, non-interest bearing and due within six months of the date of issuance.

 

NOTE 6 – DUE TO RELATED PARTY

 

The amount due of $77,370 at November 30, 2013, consisted of amounts owed to an officer and shareholder of the Company for amounts advanced to pay for professional services provided by the Company’s outside independent auditors, attorneys and stock transfer agent for services rendered. The amounts were unsecured, due upon demand, and non-interest bearing.

 

On November 21, 2014, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations with directors of the Company. Pursuant to the agreement, the Company transferred all assets and business operations associated with hexagon fishing nets to the directors of the Company. In exchange, the directors of the Company agreed to cancel 73,315,000 shares in the Company and assume and cancel all liabilities relating to the Company’s former business, including officer loans amounting to $100,814. A director of the Company will retain 1,085,000 shares of common stock in the Company. In consideration for the cancellation of amounts due to officer and the return of the shares, the Company issued a $25,000 promissory note to the director of the Company. Refer to Note 5. As a result, of the forgiveness of the loans and cancellation of stock, the Company recognized $75,814 as a contribution to capital. The 73,315,000 shares have not yet been cancelled. The directors are assembling the paperwork necessary to submit to the Company’s transfer agent to cancel the shares.

 

On November 21, 2014, the Company entered into a License Agreement with the Chief Executive Officer of the Company (Note 3). At November 30, 2014, the Company is indebted to the Chief Executive Officer of the Company for $150,000 related to the License Agreement. The amount is unsecured, non-interest bearing and due by February 19, 2015. As of the date of the financial statements, the amount has not been paid and the Company has obtained a 60-day extension.

F-6
Table of Contents

NOTE 7 – COMMITMENTS

 

The Company neither owns nor leases any real or personal property. An officer of the Company has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors of the Company are involved in other business activities and most likely will become involved in other business activities in the future.

 

On November 19, 2014, the Company entered into an investor relations services agreement. Pursuant to the agreement, the Company will pay $2,500 a month for investor relations services for a term of one year.

 

The Company entered into the agreement described in Note 3 with the Chief Executive Officer of the Company. Pursuant to the agreement, the Company is required to pay $150,000 in cash for the license and issue a number of shares of the Company’s common stock necessary to give 55% of the total issued and outstanding shares of the Company to PayFlex or its nominees. In addition, the Company would be required to issue a number of shares of the Company’s common stock necessary to give 70% of the total issued and outstanding shares of the Company to PayFlex or its nominees on the anniversary of the Licensing Agreement in which the Company’s audited filed financial statements for gross annual revenues attributable to the business exceeds $5,000,000. The President of PayFlex is also the Company’s Chief Executive Officer.

 

The Company is also required to raised $200,000 for its own working capital needs within 90 days of closing the License Agreement.

 

NOTE 8 – SUBSEQUENT EVENT

 

On March 26, 2015, the company entered into a $75,000 loan agreement with a non-related party. The loan is unsecured, bears interest at 7.5% per year, and is due on March 31, 2016.

F-7
Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

Company Overview

 

On November 21, 2014, we executed a license agreement (the “License Agreement”) with PayFlex Systems and our sole officer and director, Trevor Allen (together, “PayFlex”), for an exclusive worldwide license to use all of PayFlex’s codes, patent and intellectual rights, contracts, permits and licenses in a payment processor business.

 

The License Agreement granted us the rights to, among other things, a unique platform to allow the seller of products online to enter a few pieces of information to allow them to generate a unique piece of code that will make a buy button to be placed on a seller’s website. The buy button will automatically process payments and keep track of the inventory of the seller’s products.

 

We are required to compensate PayFlex $150,000 in cash for the license and raised $200,000 for our own working capital needs within 90 days of closing the License Agreement.

 

We are also required to issue a number of shares of our common stock necessary to give 55% of the total issued and outstanding shares of our company to PayFlex or its nominees. In addition, we would be required to issue a number of shares of our common stock necessary to give 70% of the total issued and outstanding shares of our company to PayFlex or its nominees on the anniversary of the Licensing Agreement in which our audited filed financial statements for gross annual revenues attributable to the business exceeds $5,000,000.

 

The license is for twenty years unless terminated earlier as provided for in the License Agreement.

 

On November 21, 2014, we entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Conveyance Agreement”) with our directors, Eng Kok Yap and Tan Sin Siong. Pursuant to the Agreement, we transferred all assets and business operations associated with hexagon fishing nets to Eng Kok Yap and Tan Sin Siong. In exchange, Eng Kok Yap and Tan Sin Siong agreed to cancel 73,315,000 shares in our company and assume and cancel all liabilities relating to our former business, including officer loans amounting to $100,814, less $25,000 which the Company agreed to pay Mr. Yap in the form of a promissory note. Mr. Yap will retain 1,085,000 shares of common stock in our company.

 

Since we signed the License Agreement, we have been looking for ways to obtain financing. We have not made the required cash and share payments under the License Agreement. The cash requirement of $150,000 was recorded by us as an expense and payable to related party. At November 30, 2014, as a result of uncertain future revenues derived by the license, we decided to impair the asset. Also, we have not raised the $200,000 required by the License Agreement.

 

On March 30, 2015, we borrowed $75,000 from an unrelated third party. The loan is due March 31, 2016 and has annual interest at 7.5%. This money is earmarked for our working capital needs. We will need to raise more money to meet our obligations under the License Agreement. If we are unable to find and secure a suitable means of financing, we may not be able to pay our obligations under the License Agreement and we could go out of business.

4
Table of Contents

Results of operations for the three months ended February 28, 2015 and 2014

 

We have not earned any revenues since our inception on November 13, 2007. We do not anticipate earning revenues until such time that we have fully developed and are able to market our payment processor business.

 

We incurred operating expenses in the amount of $13,246 for the three months ended February 28, 2015, compared with operating expenses of $3,581 for the three months ended February 28, 2014. The entire amount for each mentioned period was attributable to general and administrative expenses. 

 

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to undertaking development of our payment processor business and the professional fees associating with being a reporting company under the Securities Exchange Act of 1934.

 

We incurred a net loss in the amount of $13,246 for the three months ended February 28, 2015, as compared with a net loss in the amount of $3,581 for the three months ended February 28, 2014. Our losses for each period are attributable to operating expenses together with a lack of any revenues.

 

Liquidity and Capital Resources

 

As of February 28, 2015, we had no current assets. Our total current liabilities as of February 28, 2015 were $196,138. As a result, we have a working capital deficit of $196,138 as of February 28, 2015.

 

Operating activities used $0 in cash for the three months ended February 28, 2015. Our net loss of $13,246 was offset by an increase in accounts payable and accrued expenses for the same amount. We primarily relied on cash from loans to fund our operations during the period ended February 28, 2015.

 

The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 

Off Balance Sheet Arrangements

 

As of February 28, 2015, there were no off balance sheet arrangements.

 

Going Concern

 

We have negative working capital and have not yet received revenues from sales of products. These factors have caused our accountants to express substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

 

Our ability to continue as a going concern is dependent on our generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

5
Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of February 28, 2015.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of February 28, 2015, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

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 the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of February 28, 2015, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

 

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting.  During the period covered by this quarterly report on Form 10-Q, we have hired a CFO, which we believe provides better segregation of duties and additional staff to monitor our disclosures, but we have otherwise been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending November 30, 2015: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the nine months ended February 28, 2015 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

6
Table of Contents

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A: Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

 

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

 

Item 6. Exhibits

 

Exhibit Number Description of Exhibit
10.1 Loan Agreement
31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101** The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2015 formatted in Extensible Business Reporting Language (XBRL).

**Provided herewith

7
Table of Contents

 

SIGNATURES

 

Pursuant to the requirements 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.

 

  Lans Holdings Inc.
   
Date: April 14, 2015
   
By:

/s/ Trevor Allen

Trevor Allen

Title: Chief Executive Officer and Director

8