AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
In accordance with the SEC Corporate Finance Manual, we will be required to file the audited business acquired financial statements of the Portus Assets for the fiscal year ended
CHANGE IN SHELL COMPANY STATUS
As a result of our acquisition of the Portus Assets as described in this Current Report on Form 8-K, we have completed a transaction that has the effect of causing us to cease being a shell company. Accordingly, we have included in this Current Report on Form 8-K the information that would be required if we were filing a general form for registration of securities on Form 10 as a smaller reporting company.
3 FORM 10 INFORMATION
Certain statements contained in this Current Report constitute "forward-looking statements." These statements, identified by words such as "plan," "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, general business, economic, competitive, political and social uncertainties; lack of brand awareness; successful development of our food service cloud platform; acceptance of our products by our customers, our limited operating history; market fluctuations; intellectual property infringement claims and retention of key personnel, as well as those factors discussed in the section titled "Risk Factors."
Forward looking statements are based on a number of material factors and assumptions, including that consumers will accept cloud platforms, economic conditions in
We intend to discuss in our quarterly and annual reports any events or circumstances that occurred during the period to which such documents relate that are reasonably likely to cause actual events or circumstances to differ materially from those disclosed in this Current Report on Form 8-
We advise you to carefully review the reports and documents we file from time to time with the
As used in this Current Report on Form 8-K, the terms "we," "us," "our," "Dane" and the "Company" mean
We were incorporated on
Under the terms of the Asset Purchase Agreement,
Concurrently, in connection with the closing of the Asset Purchase Agreement,
Upon completion of the acquisition of the Portus Assets,
Prior to closing our acquisition of the Portus Assets, we were engaged in the acquisition and exploration of two mineral claims called the "Judy Claims" that are located two kilometers northeast of Cassiar,
To date, we have not earned any revenues from our business and no revenues were previously earned by
Food Service Cloud Platform
Our business is now focused on creating a multilingual, multiple functionality, and global food and beverage service platform. Our food service cloud platform is designed to be a global, multilingual, cloud based food and beverage service online "portal" where customers will be able to manage an entire food and beverage service business or enterprise globally and in most languages.
The food and service cloud portal that we are developing is intended to effectively and efficiently manage the food and beverage supply chain from "field to fork". In particular, our cloud portal will allow our customers, being institutions (ie. hospitals, military, long-term care facilities and universities), restaurants and dining management, to source, price and order though an internet web browser, without the need of traditional on-site software. Accordingly, we anticipate that our food service platform will enable our customers to embrace the rapid pace of change in their business, operate with a more complete picture of their business and provide a modern and intuitive user experience, while substantially reducing the cost of their IT associated with their food and beverage operations.
The services that our food service cloud portal will offer are:
Food and Dining Management
Our customers will be able to manage their food operations by sourcing, pricing and ordering food through our internet web browser cloud portal. Each customer will be able to personalize their portal to provide ordering preferences, track costs and select preferred suppliers, distributors and/or growers. In a typical transaction, a customer will review supplier costs, sourcing information and timing of deliveries. Once a customer has found a preferred supplier and/or distributor, a customer will place an order through our cloud portal and then the supplier and/or distributor will receive the order and make the delivery to our customer.
5 Recipe Management
We are developing our cloud based portal to include a database of recipes accessible to our customers. Customers will be able to scale, source and price recipes. Once completed, our customers will place orders based on the calculations provided in our recipe management portal. In addition, the database will also provide nutritional profiles and preparation instructions to ensure safety and quality control.
Inventory Management & Spend Controls
In the food industry, inventory management is essential to ensure funds are not wasted on unnecessary inventory. We are developing our system to allow our customers to track inventory, whether on-site or ordered, and set out spending controls. Our spend controls systems will allow customers to accurately budget their spending and compare anticipated spending to inventory levels.
Our customers will be able to manage staffing and scheduling directly on the cloud portal. By creating an "all-in-one" system, customers will be coordinate staffing with deliveries, meal planning and inventory management. Such coordination allows customers to efficiently manage their business and reducing costs.
Patient Information System
We are also developing our portal specifically for healthcare users by including a patient information system. The patient information system will allow healthcare systems to integrate their medical records to track patient information for dining operations. Our goal is to allow healthcare users to reduce redundant data entry, mistakes, outages and wasted meals.
User Accessibility of our Food Service Cloud Platform
We are currently designing our cloud portal as a "Software as a Service" ("SaaS"), which will allow our customers to access our portal through any internet web browser. The major characteristics of
Traditionally, the food service industry sources, prices and orders products through traditional on-site software. Onsite software is generally dedicated to a single workspace, functions one at a time and are limited in scope and size to the internal resources that are available. In addition, traditional software requires that a client maintain adequate IT personnel to ensure that proper functionality.
The two most significant differences between cloud based software and traditional on site software programs is that the user no longer owns the software and it does not matter where the software is located. Users simply pay to use the application.
We are also in the process of developing our cloud platform to be multilingual.
Initially, we anticipate that our food service cloud platform will be accessible in English, French, Portuguese, Spanish or German. By utilizing a multilingual translator, our customers will be able to source foods in regions where a foreign language may be a barrier to entry. It will also enable the creation of recipes and menus, sourcing, costing and ordering the ingredients for proper preparation and presentation and where needed clinical feedback and in multiple languages.
6 Sales and Market Sale of Services
Once our food service cloud platform is operational, we intend to derive revenue from two primary sources:
Transaction Fees. Transaction fees will consist of fees charged to providers along the supply chain to access our customers. As we are in the development stage, we have yet to determine a final pricing model.
Advertising Revenue. We also plan to monetize our business by charging food providers to advertise on our food service cloud platform. The advertising rate will be determined at a later date in conjunction with the number of users.
Our ability to derive revenues is subject to a successful launch of the food service cloud platform, of which there is no assurance.
Market for Services
We are currently focused on providing our services to the food service sector, which includes institutions, restaurants and dining management. We believe that there is increasing awareness and focus of proper nutrition and the growing concern by the public in general to reduce obesity and diabetes in the U.S. Our services will provide the tools to improve the way people eat. The core business segments below represent our target markets for our food service cloud platform:
The institutions we intend to target include hospitals, assistant living facilities, nursing homes, schools, universities and the armed forces.
Hospitals, skilled nursing, assisted living, schools, universities, and armed services receive the benefit of scalable services that provide ingredients, menus, pricing of meals, and barcode inventory management. With this product, the opportunity is created to expand globally to multi-national companies offering an enterprise resource management solution to companies now using many different software platforms that do not interface and work together.
We intend to supply a platform for all restaurants to manage their commercial kitchen operations seamlessly through the cloud.
We intend to enter into contracts with dining management providers and enable them to use our system in accessing recipes, menus, and inventory management applications in their daily operations. We intend this to be a cost-effective solution that improves their operations and ensures quality.
7 Marketing Strategy
Our objective is to be a leading provider of on-demand application services for the food service industry worldwide. The key element to our strategy is to create brand awareness by highlighting that our cloud portal is intended to extend product offerings from the current end user to each participant in the supply train, including:
Producers of food products can use our exposure to the end user to identify demand and to advertise their existing and new products to the key purchasers and users of our service.
Manufacturers can populate our data base with their exact nutrient, caloric, and allergen content of any product which will provide them a product placement and competitive advantage. Manufacturers through our service can record all information about their products into our database and track them the entire way to the consumer.
Distributors will have a link with end users allowing the end user to read and link inventories of each as well as pricing and ordering of food by the end user commercial kitchen.
End user commercial kitchen benefits by having access to the entire supply chain and knowing the complete "chain of title" to the food they serve lowering risk.
The commercial kitchen through our service can take advantage due to its connectivity to, and information from the entire food supply chain enabling it to take advantage of competitive pricing, inventory management, new product offerings, and quality data for ingredient resourcing.
This marketing strategy is designed to offer our service to and bringing value to all participants in the food supply chain.
The market for food service software applications is highly competitive and subject to changing technology, shifting customer needs and frequent introductions of new products and services. Our entry into the "Cloud" has set us apart from the majority of vendors. However, the "Cloud" and the virtualization of markets are rapidly evolving. We expect completion to significantly intensify in the future and expect that new entrants will continue to enter the market and develop technologies that, if commercialized, may compete with our product.
We will also be competing with vendors of packaged dietary management software (DMS), whose software is installed by the customer directly or is hosted by first generation, application service providers (ASP) on the customer's behalf, which requires substantial IT and hardware costs. We also compete with internally developed applications and face, or expect to face, competition from enterprise software vendors and online service providers who may develop and/or bundle DMS products with their products in the future.
Our current principal competitors include:
Simplified Nutrition Online. SNO is a cloud based application focusing mainly on skilled nursing.
Vision Software. Vision is a cloud based competitor.
Patents and Trademarks
We do not own, either legally or beneficially, any patent or trademarks.
Effect of Government Regulations
We are also subject to a number of
In particular, we are subject to
In connection with the operation of our business, we anticipate that the primary market of our services will be the healthcare industry, which is a highly regulated industry. Therefore, our customers are subject to numerous governmental regulations, including
Research and Development
As of the date of this Current Report on Form 8-K, we have not incurred any research and development expenditures. However, we expect that substantial investment into research and development of our cloud food and beverage portal.
As a software company, compliance with environmental standards has had little impact on us.
Aside from our sole executive officer, we have no employees at present.
Reports to Securityholders
We file annual, quarterly and current reports and other information with the
9 RISK FACTORS
The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.
If we do not obtain significant financing, our business will fail.
Over the next twelve months we anticipate that our plan of operation will require us to incur
We have limited operating history and face many of the risks and difficulties frequently encountered by development stage companies.
We are a development stage company, and to date, our development efforts have been focused primarily on the development of our business model. We are in the process of developing and implementing our global, multilingual, cloud based food and beverage services "portal". We have not completed the development of our portal and have limited operating history for investors to evaluate the potential of our business development. We have not built our customer base and our brand name. In addition, we also face many of the risks and difficulties inherent in gaining market share as a new company:
Develop effective business plan. If we do not develop an effective business plan, we may not be able to attract enough customers to sustain growth.
Launching our cloud based platform. If we are unable to launch our platform as it is envisioned, we will not be able to serve our intended clients and will not generate revenue.
Meet customer standards. If we are unable to meet sufficient customer standards, we will not be able to retain customers.
Attain customer loyalty. If we have not delivered the service in a form that customers will adopt nor service customers properly, we will not retain customer loyalty and limit our revenue.
Develop and upgrade our services. If we do not continually seek our customers' feedback and continue to enhance, expand and upgrade our service we could lose market share to a competitor and affect our revenues.
Our future will depend on our ability to bring our services to the market place, which requires careful planning of providing a product that meets customer standards without incurring unnecessary cost and expense.
We have had operating losses since inception and have not generated any revenues and our business model is not yet operational. If our cloud based food service "portal" does not become operational or if we fail to gain market acceptance, we may not have sufficient capital to pay our expenses and continue to operate.
Our Company has had operating losses since inception and has generated no revenues to date. Our ultimate success will depend on generating revenues from our cloud food service management system. Most of the time of our management, and most of our limited resources have and will continue to be spent on startup activities which will include but not be limited to software development, contacting potential customers, establishing several initial customers, partners and business alliances, exploring marketing contacts, performing certain research and development activities, executing, updating and monitoring our business plan and model, and consultants and seeking capital for the Company. We have not generated any revenue and have not completed our platforms, as a result, if we never become operational or if we do not generate enough users, once we are operational, we may be unable to generate sufficient revenues from user transactions. We may not achieve and sustain market acceptance sufficient to generate revenues. If we generate no revenues or additional startup capital, we will continue to have operating losses and this will have a material adverse effect on our Company.
Our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern.
The audited financial statements of the Portus Assets included in this Current Report on Form 8-K have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result if we cease to continue as a going concern. We have incurred significant losses since our inception. We have funded these losses primarily through the sale of securities.
Based on our financial history since inception, in their report of independent registered public accounting firm on the financial statements for the year ended
There can be no assurance that we will have adequate capital resources to fund planned operations or that any additional funds will be available to us when needed or at all, or, if available, will be available on favorable terms or in amounts required by us. If we are unable to obtain adequate capital resources to fund operations, we may be required to delay, scale back or eliminate some or all of our operations, which may have a material adverse effect on our business, results of operations and ability to operate as a going concern.
Because we intend recognize revenue from transaction fees, our success is expected to be dependent on the volume of customers that utilize our food service cloud platform.
Once our food service cloud platform is operational, we believe that our revenue will be initially derived from transaction fees. Accordingly, transactions fees will be dependent on the volume of customers that utilize our food service cloud platform. If we fail to generate a sufficient amount of transactions, our financial condition and results of operation will be negatively impacted.
Our success may depend upon the acceptance, and successful measurement, of online advertising as an alternative to offline advertising.
We believe that a advertisers spend significantly more on offline advertising compared to online advertising. Long-term growth of our business will depend heavily on this distinction between online and offline advertising narrowing or being eliminated, which may not happen in a manner or to the extent that we currently expect. We compete with traditional media for advertising dollars, in addition to websites with higher levels of traffic. If online advertising ceases to be an acceptable alternative to offline advertising, our business, financial condition and results of operations will be negatively impacted.
Because the online marketing industry is relatively new and rapidly evolving, it uses different methods than traditional media to gauge its effectiveness. Potential customers may have little or no experience using the Internet for . . .