Amfil Technologies Inc (FUNN)

[AskMuncher]

$AMFE latest filing from https://www.otcmarkets.com/stock/amfe/disclosure




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K
(Voluntary Filer)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal years ended June 30, 2014 and June 30, 2013

Commission file number 33-2775-A

AMFIL TECHNOLOGIES INC.
(formerly Technical Ventures Inc.)
( Exact name of registrant as specified in its charter )

New York
(State or other jurisdiction of incorporation or organization)

3601 Hwy. 7 Suite#400,
Markham, Ontario, Canada L3R 0M3
(Address of Principal Executive Offices) (Zip Code)

( 647) 880-5887
(Issuer’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to section 12(g) of the Act:
None
(Title of Class)
Common Stock
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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 o No x

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 o No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer
o
Accelerated Filer
o

Non-accelerated Filer
o
Smaller Reporting Company
x

(Do not check if a smaller reporting company)

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of December 31, 2013: $2,804,349

The registrant had 664,493,098 shares of common stock outstanding as of May 11, 2015.





TABLE OF CONTENTS


Page




PART I


Item 1.
Business.
4
Item 1A.
Risk Factors.
8
Item 1B.
Unresolved Staff Comments.
8
Item 2.
Properties.
8
Item 3.
Legal Proceedings.
9
Item 4.
Mine Safety Disclosures.
9


PART II


Item 5.
Market for Our Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities.
10
Item 6.
Selected Financial Data.
10
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation.
11
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk.
13
Item 8.
Financial Statements and Supplementary Data.
14
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
33
Item 9A.
Controls and Procedures.
33
Item 9B.
Other Information.
35


PART III


Item 10.
Directors, Executive Officers and Corporate Governance.
35
Item 11.
Executive Compensation.
38
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
40
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
41
Item 14.
Principal Accountant Fees and Services.
41


PART IV


Item 15.
Exhibits and Financial Statement Schedules.
42


Signatures
43





2


SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would,” “feel,” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements include, among other things, statements relating to:


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our anticipated growth strategies and our ability to manage the expansion of our business operations effectively;

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our ability to maintain or increase our market share in the competitive markets in which we do business;

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our ability to keep up with rapidly changing technologies and evolving industry standards, including our ability to achieve technological advances; and

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the loss of key members of our senior management.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and file as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.


3


PART I

ITEM 1. BUSINESS.

Background

Technical Ventures Inc. (“TVI” or the “Company”) is a New York State corporation formed on June 14, 1985 and then changed its name to Amfil Technologies Inc.

On April 14, 1986, TVI acquired all the issued and outstanding shares of common stock of Mortile Industries Ltd. (“Mortile”), a Canadian corporation. Mortile dealt in the design, development, and manufacturing of proprietary polymers, composite and specialty compounds; additionally Mortile compounded proprietary formulations of their customers and the application of its products expanded into every area of plastics. On August 26, 2004, 60% of Mortile Industries was sold to an investing group. In December of 2006, the remaining interest was sold and the Company began looking for additional opportunities. TVI retained its metal technology which it continued to develop and market.

On June 4, 2008, Technical Ventures Inc. entered into an agreement with Amfil Technologies Inc. (“AMFE”), a Private California company, to acquire its Ozone Technology, certain fixed assets, and the assumption of certain short term liabilities and subsequently changed its name to Amfil Technologies Inc. Amfi designed, manufactured, and marketed ozone-based cleaning antimicrobial treatment systems worldwide. It offered products, such as cold storage fumigation systems, mobile surface sanitation systems, mobile cleaning and surface sanitation systems, food service contract cleaning systems, animal and zoo systems, fruit and vegetable systems, and fish farming and processing systems. Amfi also provided refrigerated container fumigation systems; and mPact-CAS, a system designed for cased meat log cleaning and antimicrobial treatment. It offered its products to food, beverage, dairy, fruits and vegetables, food service, commercial, industrial, live animal/zoo, fish process and farming, and aquaculture markets. Amfi was founded in 1985 and was based in San Luis Obispo, California.

On December 24, 2010, Amfil Technologies Inc. entered into a Joint Venture Agreement with Trevor Taylor on an equal basis to acquire rights to Medium Scale Prospecting Mining Permits to 9 sites totaling approximately 10,300 acres in Guyana for exploration from Trevor Taylor. AMFE plans to further explore and develop these highly prospective gold mineral property rights in Guyana in due course.

On June 14, 2011 the Company sold off the Amfil “Ozone” Technologies which allows the Company to focus on its continued progress with the gold exploratory projects as a core objective for the Company.

On August 1, 2013 Amfil Technologies Inc. entered into a definitive acquisition agreement (“Reverse Acquisition”) with Interloc-Kings Inc.(“Interloc”). Interloc is an interlock and landscaping specialists and offers landscape construction and snow removal services in Canada. The company was founded in April 2009 and is based in Markham, Ontario, Canada. It has completed projects throughout Markham and the Greater Toronto Area. In connection with the Reverse Acquisition, AMFE purchased 100% of the issued and outstanding shares of common stock of Interloc from the Interloc shareholders in exchange for 350,000,000 newly issued shares of its common stock. As a result of the Reverse Acquisition, the Interloc Shareholders collectively own approximately 55% of the issued and outstanding shares of AMFE’s common stock, and Interloc became the wholly-owned operating subsidiary. Currently all of our business operations are conducted through our wholly-owned subsidiary Interloc.

On May 12, 2014, Amfil Technologies Inc. entered into a Definitive Joint Venture Agreement with Antibacterial Cleaning Treatment Services Inc. (A.C.T.S. Inc.) to acquire a 50% shared ownership with A.C.T.S. Inc. of the mPact - GROzone Antimicrobial Systems and the exclusive right of representation to perform with A.C.T.S. Inc. as a Systems and Service Provider to any Medical Marijuana Industry and legal marijuana grow/process establ