Cautionary Notice Regarding Forward Looking Statements
This part of this Form 10-Ok contains quite a lot of forward-looking statements
that mirror our present views with respect to future occasions and monetary
efficiency. Forward-looking statements are sometimes recognized by phrases like
imagine, anticipate, estimate, anticipate, intend, undertaking and comparable expressions,
or phrases which, by their nature, confer with future occasions. You shouldn’t place
undue certainty on these forward-looking statements. These forward-looking
statements are topic to sure dangers and uncertainties that would trigger
precise outcomes to vary materially from our predictions.
Readers shouldn’t place undue reliance on these forward-looking statements,
that are primarily based on administration’s present expectations and projections about
future occasions, should not ensures of future efficiency, are topic to dangers,
uncertainties and assumptions (together with these described under), and apply solely
as of the date of this submitting. Our precise outcomes, efficiency or achievements
may differ materially from the outcomes expressed in, or implied by, these
forward-looking statements. Factors which may trigger or contribute to such
variations embrace, however should not restricted to, the dangers to be mentioned in our
Annual Report on kind 10-Ok and within the press releases and different communications to
shareholders issued by us every now and then which try to advise
events of the dangers and components which can have an effect on our enterprise. We undertake no
obligation to publicly replace or revise any forward-looking statements, whether or not
because of new info, future occasions, or in any other case.
Our Operating Strategy
Our web site permits actual property professionals and shoppers to work together by means of
the Internet as a enterprise medium. Our working technique is to function actual
property brokers’ web sites on the www.realestatecontacts.com portal web site within the
areas that they service and work enabling potential residence consumers to view actual
property listings and houses which are on the market. This format could be known as a lead
technology program for actual property professionals which are on the
RealEstateContacts.com portal web site.
Our enterprise technique is an ease of use method which permits the buyer to
view listings of houses from our web site and likewise of their native actual property
workplace or agent.
Our focus is driving excessive volumes of visitors to our web site and our advertisers
profile pages placing the buyer with essentially the most related and desired
skilled. Many distinctive guests go to our web site to view actual property
listings and houses on the market. We accomplish this by means of extremely targeted and
well-designed search engine marketing methods that enable our advertisers to obtain larger
quantity of publicity with out spending big sources. Our methodology and useful resource
expenditures are invaluable instruments to our advertisers. We do the advertising and marketing and
our advertisers get the leads.
Our actual property search portal web site will even embrace native actual property
service suppliers that need extra visitors and publicity to their enterprise web site
for potential new purchasers.
We imagine the driving of web visitors is the important thing to any on-line advertising and marketing
firm. We intend to construct our promoting marketing campaign round all web associated
advertising and marketing ideas, resembling SEO, pay per clicks
promoting, banner promoting, electronic mail advertising and marketing, and linking as much as different actual
property portals and directories.
Our purpose is to attach actual property professionals with shoppers who’re
fascinated by shopping for or promoting a house. We imagine that when a buyer does
analysis and is aware of which home she or he is fascinated by, the result’s a extra
efficient and time-efficient transaction for each purchaser and vendor.
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Plan of Operations
Our plan of operation is to function a search engine portal web site for actual
property.
Our actual property search web site permits actual property professionals and shoppers to
work together by means of the web as a enterprise medium. The Company’s working
technique is to function actual property skilled’s web sites and profiles on the
RealEstateContacts.com portal web site within the areas that they service and work
enabling potential residence consumers to view actual property listings and houses which are
on the market and featured on the true property professionals’ web site. This format is
known as a lead technology program for actual property professionals which are on the
RealEstateContacts.com portal web site.
Our enterprise technique is an ease of use method which permits the buyer to
view listings of houses from of their native actual property workplace, dealer or agent.
This service is offered from our actual property search web site:
www.realestatecontacts.com. In addition, our actual property search web site will
function a choose few per metropolis. For this purpose, we imagine our idea can have
a excessive degree of curiosity from any actual property skilled. We imagine this
method might be engaging to actual property professionals in every locale.
The RealEstateContacts.com portal web site will even function native actual property
service suppliers resembling native or nationwide mortgage lenders and mortgage
brokers. By that includes native mortgage brokers our web site permits the buyer to
have entry to any monetary questions and might obtain all the knowledge they
want shortly of their geographical space.
Our purpose is to attach actual property professionals with shoppers who’re
fascinated by shopping for or promoting a house.
We anticipate producing revenues from promoting gross sales from actual property
professionals on our present web site.
We plan to develop revenues within the subsequent 12 months by endeavor the next
steps:
· Devote larger sources to advertising and marketing and promoting our companies resembling
growing and making a extra productive promoting gross sales division
inside our firm by the hiring of promoting gross sales account executives.
· Focus to broaden our community of advertisers and actual property professionals
by growing our on-line presence to incorporate varied advertising and marketing channels
resembling the foremost search engines like google and yahoo, Google, Yahoo and Bing.
· Expand our firm's public relations by creating extra model consciousness on
the web. An instance could be to deal with different social media web sites
resembling Facebook, Twitter, and LinkedIn.
· Develop different advertising and marketing applications to effectively improve our model
consciousness resembling electronic mail campaigns, newsletters, linking our web site to
different actual property enterprise web sites, actual property portals and directories.
· We intend to proceed, keep and aggressively pursue to construct our
promoting marketing campaign round all web associated advertising and marketing ideas, such
as SEO, ppc promoting, banner
promoting and social media networks to assist handle and geographically
goal shopper visitors and lead quantity.
· Focus on driving extra web visitors and distinctive guests to our web sites
through the use of these search engine advertising and marketing strategies.
· We plan to extend our on-line Search Engine Marketing to create extra
distinctive customers. Measuring distinctive customers is essential to us as a result of our
promoting revenues rely partly on our means to allow our shoppers
to attach with actual property professionals. We outline a singular person as a
person who visits our web site no less than as soon as throughout a calendar month, as
measured by our analytical instruments.
· The variety of actual property professionals (advertisers) on our web site is an
essential driver of income progress.
Limited Operating History
We have generated a restricted monetary historical past and haven’t beforehand
demonstrated that we will broaden our enterprise by means of elevated
funding in advertising and marketing actions. We can not assure that the growth
efforts described on this Registration Statement might be profitable. The
enterprise is topic to dangers inherent in rising an enterprise, together with
restricted capital sources and attainable rejection of our enterprise mannequin and/or
gross sales strategies.
Future financing is probably not accessible to us on acceptable phrases. If debt
financing shouldn’t be accessible or not accessible on passable phrases, we could also be
unable to proceed increasing our operations. Equity financing will lead to a
dilution to current shareholders.
Results of Operations
For the years ended
Revenues
For the years ended
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Operating Expenses
Operating bills within the quantity of
the years ended
to elevated stock-based compensation and normal and administrative bills.
We anticipate that our skilled charges (
will stay vital as we keep compliance with our public reporting
necessities.
Net Loss
The Company acknowledged internet losses of
stock-based compensation issued to the Company’s CEO. At this time, regular prices
of public submitting will proceed and it’s not recognized when vital revenues
will happen to off-set these bills.
Liquidity and Capital Resources
The Company is at the moment financing its operations primarily by means of loans,
fairness gross sales and advances from shareholders. These advances are being made to
complement any money generated by the working income. We imagine we will
at the moment fulfill our money necessities for the following twelve months with our
present anticipated improve in income, and the anticipated capital to be raised in
non-public placement and gross sales of our frequent inventory. Additionally, we’ll start to
use our frequent inventory as fee for sure obligations and to safe work to be
carried out. Management plans to proceed to depend on advances from shareholders
till it has generated income by means of yearly promoting subscriptions.
The Company has unfavourable working capital, within the quantity of
yr ended
issuance of frequent inventory. During the yr ended
obtained
At
anticipates producing income, which is able to partially mitigate money movement
deficiencies; nevertheless, with out income these days, we’re unable to
cowl our money necessities with out relying upon loans and advances. In
consideration of the potential shortfall in ample sources, administration has
disclosed its substantial doubt about its means to proceed as a going concern
and our auditor has additionally expressed the identical of their auditors’ report.
We do imagine that we’ll have sufficient money to assist our each day operations, at
decreased ranges of improvement, past the following 12 months whereas we try
to broaden operations and produce revenues. Although we imagine we’ve ample
funds to keep up our present operations for the close to time period, we don’t imagine
that we’ve the required funding to broaden our product providing (and different
attainable different service choices). We estimate the Company wants an
further
months. In addition, we anticipate we’ll want an extra minimal of
months. The majority shareholder has dedicated to cowl any money shortfalls of
the Company, though there isn’t a written settlement or assure. If we’re
unable to fulfill our money necessities, we could also be unable to proceed with our
plan of operations.
Future financing for our operations is probably not accessible to us on acceptable
phrases. To elevate fairness would require the sale of inventory and the debt financing
would require institutional or non-public lenders. We shouldn’t have any institutional
or non-public lending sources recognized. If debt financing shouldn’t be accessible or not
accessible on passable phrases, we could also be unable to proceed increasing our
operations. Equity financing will lead to a dilution to current shareholders.
The foregoing represents our greatest estimate of our money wants primarily based on present
planning and enterprise circumstances. In the occasion we’re not profitable in reaching
our preliminary income targets, further funds could also be required, and we is probably not
capable of proceed with our marketing strategy for the event and advertising and marketing of our
core companies. Should this happen, we’ll droop or stop operations.
We anticipate that relying on market circumstances and our plan of operations, we
could incur working losses within the foreseeable future. Therefore, there may be
substantial doubt about our means to proceed as a going concern.
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Management Consideration of Alternative Business Strategies
In order to proceed to guard and improve shareholder worth administration
believes that it could, every now and then, contemplate different administration
methods to create worth for the corporate or further revenues. Strategies to
be reviewed could embrace acquisitions; roll-ups; strategic alliances; joint
ventures on massive tasks; issuing frequent inventory as compensation in lieu of
money; and/or mergers.
Management will solely contemplate these choices the place it believes the end result would
be to extend shareholder worth whereas persevering with the viability of the corporate.
At the present time, there have been no deliberate commitments to any unbiased
concerns talked about above.
Subsequent Events
On
its President and Chief Executive Officer pursuant to the Plan of Share Exchange
Agreement initially entered into on
Express, Inc.
On
Exchange Agreement by and Amongst,
Inc.
Logistics of California, Inc.
The Agreement is for the alternate of 100% of the excellent shares of the
Companies in alternate for 15,015,002 shares of REAC Common Stock and 500,000
shares of REAC Series A Preferred Stock. The Agreement additionally states that the Mr.
at the moment controls, in return for
shall be paid in money inside three (3) days of closing by wired funds to
DeAngelis
the primary two quarters after closing (
respectively) and
inventory, that might be valued at
Agreement, Mr.
administrators as to be chosen by the Companies.
On
Note within the quantity of
the proceeds to
12% and matures one yr from the acquisition date. The Note is convertible into
shares of the Company’s frequent inventory at a conversion worth equal to 50%
multiplied by the bottom buying and selling worth through the earlier twenty-five (25)
days. At any time through the interval starting on the Issue Date and ending on
the final Trading Day instantly previous the Maturity Date, the Borrower shall
have the precise, exercisable on not lower than three (3) Trading Days prior
written discover to the Holder of the Note and topic to the Holder’s written
consent on the time of such prepayment, to prepay the excellent Note
(principal and accrued curiosity), in full by making a fee to the Holder of
an quantity in money equal to 150%, multiplied by the sum of the then excellent
principal quantity of this Note, plus accrued and unpaid curiosity on the unpaid
principal quantity of the Note, plus Default Interest, if any.
On
President and Chief Executive Officer as a efficiency bonus for 2020. The
shares had been valued on the quoted market worth on the date of issuance.
On
Exchange Agreement that was initially entered into on
Amongst,
Flora, Inc.
Inc.
The Agreement is for the alternate of 100% of the excellent shares of the
Companies in alternate for 15,015,002 shares of REAC Common Stock and 500,000
shares of REAC Series A Preferred Stock. The Conditions to the Agreement have
been glad and totally closed, and the Companies at the moment are wholly-owned
subsidiaries of REAC. The Agreement additionally states that Mr.
return to the REAC Treasury the entire shares that he at the moment controls, in
return for
inside three (3) days of closing by wired funds to
remaining
quarters after closing (
30, 2020
frequent inventory, that might be valued at
the Agreement, Mr.
and administrators as to be chosen by the Companies. The Company plans to deliver
DeAngelis
made to take action, presently.
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Table of Contents
The 15,015,002 shares of Common Stock and 500,000 shares of Preferred Stock will
be distributed as described under:
Common Stock
Shares to Issue Shareholder
1,876,875Efrat Afek 1,876,875Ralph Milman 3,753,751Ronan Koubi 3,003,000The Q Trust 2,552,551Ronald Minsky 1,951,950The Apollo Family Trust Series A Preferred Stock Shares to Issue Shareholder 62,500Ralph Milman 62,500Efrat Afek 125,000Ronan Koubi 105,000The Q Trust 80,000Ronald Minsky 65,000The Apollo Family Trust
The Agreement could also be terminated, and the Acquisition contemplated herein could also be
deserted at any time previous to the Effective Time, whether or not earlier than or after
stockholder approval thereof by both Acquiror or the Companies. The
consummation of the transactions contemplated by this Agreement (the “Closing”)
shall happen on such date as could also be moderately required to accommodate a
satisfaction of the circumstances precedent to Closing, however in no occasion later than
On
President and Chief Executive Officer pursuant to the phrases of his employment
settlement. The shares had been issued as a efficiency bonus for 2020 and had been
valued on the quoted market worth on the date of issuance.
On
President and Chief Executive Officer pursuant to the phrases of his employment
settlement. The shares had been issued as a efficiency bonus for 2020 and had been
valued on the quoted market worth on the date of issuance.
Effective
President and Chief Executive Officer and as a member of the board of administrators
of
the President and
Effective
settlement with
offers for the acquisition by
principal quantity of
anti-dilution rights and buyback choice. The Company licensed the disbursement
of the proceeds of this Note to
matures on
Effective
dated
assigned to a brand new third get together. All rights, title, and curiosity of the Note had been
assigned with out recourse and with out representations or warranties of any variety.
Common Shares issued for Cash
In
alternate for
Common Shares issued as Compensation
On
President and Chief Executive Officer as a efficiency bonus for the yr ending
the date of issuance and the Company has recorded frequent inventory payable as of
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Table of Contents
In
President and Chief Executive Officer pursuant to the phrases of his employment
settlement. The shares had been issued for functions of sustaining voting management of
the Company and had been valued at
issuance, or
Common Shares issued for Repayment of Notes
In
inventory in satisfaction of
on a convertible observe payable. As of
issued by the Company’s switch agent; subsequently the Company has recorded
frequent inventory payable within the quantity of
issuances on the contract worth, on the date of alternate, off-setting accrued
curiosity.
In
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting the notes payable.
In
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting accrued curiosity.
In
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting accrued curiosity.
In
with a Securities Purchase Agreement and a Secured Convertible Promissory Note
that granted the investor a Warrant to buy shares of the Company’s frequent
inventory. The shares had been valued at
In
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting the notes payable and accrued
curiosity.
In
a Securities Purchase Agreement and a Secured Convertible Promissory Note that
granted the investor a Warrant to buy shares of the Company’s frequent inventory.
The shares had been valued at
During the yr ended
frequent inventory, in a cashless train, for an mixture worth of
to a Warrant Agreement related to a convertible observe payable.
In
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting the notes payable and accrued
curiosity.
In
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting the notes payable and accrued
curiosity.
In
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting the notes payable and accrued
curiosity.
In
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting the notes payable and accrued
curiosity.
In
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting the notes payable and accrued
curiosity.
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Table of Contents
In
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting the notes payable and accrued
curiosity.
In
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting the notes payable and accrued
curiosity.
In
a Securities Purchase Agreement and a Secured Convertible Promissory Note that
granted the investor a Warrant to buy shares of the Company’s frequent inventory.
The shares had been valued at
In
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting the notes payable and accrued
curiosity.
In
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting the notes payable and accrued
curiosity.
In
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting the notes payable and accrued
curiosity.
In
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting the notes payable and accrued
curiosity.
In
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting the notes payable and accrued
curiosity.
In
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting the notes payable and accrued
curiosity.
In
of
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting the notes payable and accrued
curiosity.
In
of
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting the notes payable and accrued
curiosity.
In
of
of conversion charges on a convertible observe payable. The Company recorded the
issuances on the contract worth, on the date of alternate, off-setting the notes
payable and accrued curiosity.
In
convertible observe payable. The Company recorded the issuances on the contract
worth, on the date of alternate, off-setting the notes payable and accrued
curiosity.
In
conversion charges on a convertible observe payable. The Company recorded the
issuances on the contract worth, on the date of alternate, off-setting the notes
payable and accrued curiosity.
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Off-Balance Sheet Arrangements
Under the definition contained in Item 303(a)(4)(ii) of Regulation S-Ok, we do
not have any off-balance sheet preparations, financings, or different relationships
with unconsolidated entities or different individuals, also referred to as “particular objective
entities” (SPEs).
Critical Accounting Policies
The Company’s vital accounting insurance policies are introduced within the Company’s
notes to monetary statements for the interval ended
that are contained on this submitting and the Company’s 2018 Annual Report on Form
10-Ok. The vital accounting insurance policies which are most crucial and assist in
totally understanding and evaluating the reported monetary outcomes embrace the
following:
· The Company prepares its monetary statements in conformity with usually
accepted accounting rules in the United States of America . These
principals require administration to make estimates and assumptions that
have an effect on the reported quantities of property and liabilities and disclosure of
contingent property and liabilities on the date of the monetary statements
and the reported quantities of revenues and bills through the reporting
interval. Management believes that these estimates are affordable and have
been mentioned with the Board of Directors; nevertheless, precise outcomes may
differ from these estimates.
· The Company at the moment doesn't challenge credit score on companies offered,
subsequently there are not any accounts receivable. No allowance for uncertain
accounts is taken into account essential to be established for quantities that will
not be recoverable, since there was no credit score issued.
· Long-lived property resembling property, gear and identifiable intangibles
are reviewed for impairment at any time when details and circumstances point out that
the carrying worth is probably not recoverable. When required impairment losses
on property to be held and used are acknowledged primarily based on the truthful worth of
the asset. The truthful worth is set primarily based on estimates of future money
flows, market worth of comparable property, if accessible, or unbiased
value determinations, if required. If the carrying quantity of the long-lived asset is
not recoverable from its undiscounted money flows, an impairment loss is
acknowledged for the distinction between the carrying quantity and truthful worth
of the asset. When truthful values should not accessible, the Company estimates
truthful worth utilizing the anticipated future money flows discounted at a price
commensurate with the danger related to the restoration of the property. We
didn't acknowledge any impairment losses for any durations introduced.
· The Company points restricted inventory to consultants for varied companies.
Cost for these transactions are measured on the truthful worth of the
consideration obtained or the truthful worth of the fairness devices issued,
whichever is measurable extra reliably measurable. The worth of the frequent
inventory is measured on the earlier of (i) the date at which a agency
dedication for efficiency by the counterparty to earn the fairness
devices is reached or (ii) the date at which the counterparty's
efficiency is full.
Recent Accounting Pronouncements
The
issued new or modifications to, or interpretations of, current accounting
requirements through the yr. The Company has fastidiously thought of the brand new
pronouncements that alter earlier usually accepted accounting rules and
doesn’t imagine that any new or modified rules can have a cloth affect
on the company’s reported monetary place or operations within the close to time period.
These lately issued pronouncements have been addressed within the footnotes to the
monetary statements included on this submitting.
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