8-K 1 emaginoslongform8kt.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 23, 2018 Date of Report (Date of Earliest Event Reported) EMAGINOS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-55736 81-4664656 State or other (Commission File Number) (IRS Employer jurisdiction Identification No.) of incorporation) 13428 Maxella Avenue, #144 Marina Del Rey, California 90292 (Address of principal executive offices) (zip code) 571-921-4200 (Registrant's telephone number, including area code Special Note Regarding Forward-Looking Statements 571-921-4200 (Registrant's telephone number, including area code Special Note Regarding Forward-Looking Statements This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that 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. In some cases, forward-looking statements are identified by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "would," and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect the Company's current views respecting future events and are based on assumptions and subject to risks and uncertainties. Also, forward-looking statements represent the Company's estimates and assumptions only as of the date of this report. You should read this report and the documents that the Company references and files as exhibits to this report in their entirety and with the understanding that actual future results may be materially different from what the Company expects. Except as required by law, the Company assumes 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 or other events occur in the future. ITEM 1.01 Entry into a Material Definitive Agreement On September 23, 2018, Emaginos, Inc., a Delaware corporation (the "Company"), entered into a merger agreement (the "Merger Agreement") with Emaginos, Inc. (Emaginos Virginia), a private company organized under the laws of the Commonwealth of Virginia. For the purposes of disclosure throughout this Form 8-K when the "Company" is used, it refers to Emaginos, Inc. on a Pro Forma basis with Emaginos Delaware as the continuing corporation of the Merger. Mr. Scott Taub, who is Chief Executive Officer, a director and majority shareholder of the Company, was the Chief Executive Officer and Chief Financial Officer of Emaginos Virginia and Mr. Allan Jones, who is the President, a director and a shareholder of the Company, was the President of Emaginos Virginia prior to the Merger. ITEM 2.01 Completion of Acquisition or Disposition of Assets On September 23, 2018, Emaginos, Inc., a Delaware corporation (the "Company"), entered into a merger agreement (the "Merger Agreement") with Emaginos Virginia. The shareholders unanimously adopted the Plan of Merger and the Merger was effected by the Company through the exchange of all the outstanding shares of stock of Emaginos Virginia at an exchange ratio of 10 shares of Emaginos Virginia for 4 shares of the Company's common stock. Emaginos Virginia was merged with and into the Company and all the assets, debts, operations and business plan have become those of the Company and Emaginos Virginia has ceased to exist. Emaginos Virginia had developed an innovative system of providing K-12 education for local schools and school districts. It identified a comprehensive set of proven, teacher-empowered, student-centered, and administrative best practices, and integrated these practices into a cohesive model. The Company has adopted the Emaginos Virginia business plan and anticipates that it can deliver a higher quality education to every child for the same amount of money currently spent per child by school districts. The Company's program will transform and improve the local neighborhood public school, not replace the neighborhood school with charter schools. The Company believes that it has created a system that can fix a major problem in America-- i.e. the public school system while making a profit. BUSINESS AND BUSINESS PLAN Prior to the Merger, the Company had no business or operations. Pursuant to the Merger, the Company has acquired the business plan of Emaginos Virginia. Business Operations The Company is a development stage company and has no operations or revenues. Although Emaginos Virginia had no operations, it spent considerable time investigating and analyzing the K-12 education currently provided by American public schools. As so many others have stated, it found that the education offered by the majority of the public schools does not meet the potential or expectations of the students. Indeed, Emaginos Virginia found that most public schools are failing at preparing students for the job market and electronic society facing them. With that, Emaginos Virginia developed its model designed to transform the education paradigm while providing positive revenue for the Company. History of Emaginos Virginia Emaginos Virginia was incorporated in 2008 in the Commonwealth of Virginia. At the time of the merger of Emaginos Virginia with the Company, Scott Taub and Allan Jones served as its directors and executive officers. Emaginos Virginia was started by Jack Taub, father of Scott Taub, the current CEO of the Company. Mr. Taub had early success with the sale to Readers Digest of a business he created, The Source, which was one of the first online social media services. He determined to utilize some of the profit from the sale by finding a system to improve the quality of K-12 education in the United States, an area in which he had an ongoing interest. He worked with experts and sought advice of experienced administrators and educators eventually the Emaginos system a student information system, project-based, textbook-free curriculum began to develop. With the death of Jack Taub, the Company's current CEO started running the Company and worked to further refine the Emaginos system. Identification of Problem in Education For years, a steady stream of commissions and panels has made the case that public education in the United States has suffered a serious decline. A 1983 report from the National Commission on Excellence in Education identified this decline which theme was echoed by the Twentieth Century Fund, the Educational Commission of the States, and the Carnegie Foundation for the Advancement of Teaching, among others. The conclusions were generally the same: that the educational performance in America today is mediocre at best and does not keep pace with other countries worldwide. Repeated attempts have been introduced and applied but with no real success. School boards require teachers to teach to a standardized multiple choice test so that the performance record of the school meets state and local expectations. Memorization is boring and often targets the high-stakes tests and not the curriculum. In addition, reading, writing, comprehension and thinking skills taught in the context of multiple-choice test-taking turn out graduates with little comprehension and often very low reading and writing ability. The Company believes that local school districts are looking for ways to provide better public education at a good price and Emaginos intends to become the answer to such needs. Business and Education Goals The Company's goal, as stated in its mission statement, is to provide the platform that supports the transformation of every K-12 school in the country, to become a trusted provider that assists public schools to transform into and then operate as high-performing schools of discovery and innovation, to transform America's public schools to a proven effective model. The Company does not seek to create more charter schools nor to displace teachers and school boards nor take over and operate schools. The Company anticipates working with the school boards and teachers to transform local existing neighborhood public schools into high quality learning environments and to restore such local school to its role as the neighborhood center. The Company anticipates developing its education system to deliver a cost effective and profitable suite of educational support services that enable schools and districts to transform and operate effectively and efficiently while providing customized education for every student. Some measures of success might include: 1. Increased graduation rate. 2. Increased participation in post-secondary education or training programs. 3. Improved teacher recruiting and retention. 4. Improved economic development in the community. 5. Improved public safety by reducing crime in the community. The Emaginos System The Emaginos system incorporates a comprehensive set of teacher- empowered, student-centered, and administrative best practices integrated into a cohesive program. The Emaginos system will use existing facilities, staff, students, and faculty and provide them with a comprehensive transformational platform of services that will enable the local schools to become engaging learning environments producing entrepreneurial lifelong self-directed learners. The students study the same academic content as they would in a set of textbooks, but instead of learning in a discipline silo, they learn in a multi-disciplinary context as will occur in real life. By working in learning teams they use a set of learning, working, and 21st century problem-solving skills that prepare them to deal with real-life challenges that they will undoubtedly face. Emaginos has a complete online K-12 curriculum built on these principles. The Emaginos solution provides for a comprehensive textbook-free, multi-level, project-based, multi-disciplinary, small-group, student- centered learning environment. In addition to mastering the academic content standards, including all the Science, Technology, Engineering, and Math (STEM) concepts, the students also acquire a set of 21st century skills (teamwork, communications, problem solving, researching, planning, time management, analysis, synthesis, reliability, critical thinking, accountability, creativity, etc.). The student-centered small-group setting enables the teachers to customize the education for every student. The Emaginos system envisions longer school days and longer school years to enable the students to complete the mandatory 200 hours of community service, take college courses, complete internships, and engage in a broad selection of elective and enrichment courses. To achieve the Emaginos system vision, the Company provides a wide range of resources from technology infrastructure and curriculum to training and other services that enable the local school district to transform and operate its schools in the proven model. The transformed schools operate for the same cost as the previous model. The result is a much better education for the same cost. Emaginos will provide its services as a subscription service. This enables the Company to control and manage the quality of implementation at every participating district. Unlike hardware or software sales that produce a one-time revenue hit, the subscription model creates a continuing annual revenue stream. Emaginos will be providing the district's complete technology infrastructure, hardware and software. Included in that digital infrastructure, it envisions that it will be providing the administrative and academic applications the district uses for daily operations. The Company plans to have a service contract that the district can simply renew annually without having to go out to bid each year. As technology becomes more essential, schools must ensure that students and teachers are comfortable using current technology. The Emaginos system relies on students, teachers, and district employees having access to appropriate technology and the Company intends to replace, operate, upgrade, and maintain the district's entire telecommunications and computing hardware and software infrastructure to ensure the system stays current. Steps of Implementation Emaginos is a company dedicated to transforming K-12 public schools to a model composed of integrated proven best practices. The Company believe in restoring the concept of the neighborhood schools as the center of the community. To achieve this vision, the Company intends to begin by transforming an initial school in a specific school district to a charter school to use as a model for the Emaginos system. After the charter school model is successful it will be used to as the model to adapt the Emaginos system to some or all of the other schools in the district. As a first step implementation of the Emaginos system is to get agreement with all the constituents school board, administration, teachers, unions, community, businesses, and the local press. Emaginos uses its proven Unanimity Planning Process to build a broad, firm base of community support for transforming the schools. The Company envisions the Unanimity Planning Process as a process of bringing together all constituents that may or will be affected by implementation of the Emaginos system in a neutral location and environment, constituencies that seldom have opportunities to meet and understand shared values. By meeting together, effective resolution of issues can be achieved by the involvement of the total community. After the successful meeting of the various groups, Emaginos will implement its educational model that includes installing the processes at a selected school or schools. Initially, the Company believes it can take put the Emaginos curriculum and structure into the client's school. As it establishes its programs in its initial client schools, the Company will be working to further develop software interface and repository for the materials and processes. The Company will also be giving the system and process a comprehensive evaluation and upgrade for both content and look-and-feel. This approach allows will allow the Company to get to market faster and to begin to generate cash flow even is it perfects the Emaginos system. The Emaginos system is basically delivered in two phases. The first phase is the transformation phase. During that phase Emaginos will: Upgrade the technology in the schools, then operate, maintain, and repair the complete IT and telecommunications infrastructure. Train the teachers how to thrive in the Emaginos Discovery Learning System environment. Work with the staff in each school to adapt and tailor the curriculum to meet the local demographic, cultural, and economic development needs. Install and implement a comprehensive Administrative and Operational IT and telecommunications infrastructure. Develop a set of report templates to provide information supporting academic and administrative decision making. (These would be in addition to a set of report templates available for meeting local, state, and federal reporting requirements.) Build a community support program for each school. Phase two moves from transformation to support and continuous improvement. During phase two, Emaginos will: Provide 24/7 professional development and mentoring services to faculty and staff. Upgrade the technology every three years. Use the information gathered from the schools and the community to continuously improve the Emaginos products and services. In order to ensure the desired impact, the program must be implemented as a comprehensive integrated system. As a result, the system is composed of a wide range of elements, many of which are mandatory and some of which are optional. To encourage the fullest implementation possible, there is no charge for the optional elements of the program. Some of the elements can be adapted to local conditions, but adopters are not permitted to pick and choose just a selected list of the mandatory elements. A partial implementation cannot ensure that the desired overall impact will meet the expectations of the adopter. Within this framework, Emaginos anticipates that it will have three possible products or services. 1. The first is the comprehensive transformed school model. In this case, Emaginos either transforms an existing school or establishes a new one based upon its system. 2. The second is in response to a demand for a textbook-free curriculum. Emaginos will sell its proven student-centered, small-group, multi-disciplinary, project-based, textbook-free curriculum. 3. The third is an administrative and operational Informational Technology SW package using the Company's custom educational analytics platform that includes a student information system and back-office SW. The products and services are priced to include a robust training and support program to ensure a successful implementation and ongoing customer satisfaction. Emaginos R&D Center The Company's philosophy includes Emaginos' operating profitably enough to support a world-class education R&D Center for continuously improving the system. The Company envisions that the R&D Center will be open to all education/technology vendors and researchers. Emaginos plans to work with these vendors to integrate their resources into the learning environment. At the same time, the R&D Center will provide the vendors insights into what next-generation products will be needed. Potential Revenue The Company envisions that its products and services will have a one-time cost to develop with very low incremental costs for each new application: that is, the first school district will break even and each subsequent school or district will provide the same revenue, but with progressively less cost to transform and support. This growing profit margin will enable Emaginos to improve products and services and develop the business. The Company anticipates that it will create a group of model public/charter schools. The Company will generate revenue from each of these schools with the sale of the curriculum, administrative, and operational software that supports the operation the Emaginos system. The national average per-pupil annual cost is about $11,000. More significantly, the local per-pupil cost in the local school district is about $7,500. Based upon current similar models to the Emaginos system, the Company anticipates a per-pupil cost of less than $7,000 per year. Put simply, the Emaginos system will provide a far superior education for slightly less than currently spent on education in a local district. Along with revenue from establishing and operating a group of schools, Emaginos will have two companion products; the textbook free curriculum and the back-office software and associated hosting services. There are many successful examples of schools and districts that have made or are making the transition from traditional textbooks to digital content. Selling, supporting, and maintaining the online, textbook-free curriculum is one of the Emaginos potential revenue streams. Emaginos will sell the Curriculum and SIS as a subscription service or as a licensed use model: Subscription Service - The Company's solution is a subscription service and for a reasonable fee, the Company will provide a comprehensive suite of services that empowers and enables the school district to transform itself into an engaging learning environment. They still control their schools. For the same money they were spending on a defective program, the Emaginos program will enable them to deliver a high quality education. The advantages of a subscription service include: Reduction in demand on purchasing. The Company will provide all the technology. Unlimited 24/7 professional development. Textbooks are virtually eliminated. Technology Upgrades. Complete replacement upgrades of all technology every three years. Penalty for dropping service. The Company will own and provide their entire installed IT infrastructure. If a client decides to exit the program, it will need to purchase the software. Continuous Improvement Continuously adding valuable features to existing suite of services. The Market The Company believes its market consists of not only all of the country's public schools but that the Emaginos program can be utilized by independent private and Parochial schools. Any one of these segments provides a huge market for the Company's services, o There are 98,328 K-12 public schools in the US o Total public school enrollment: 50,094,00 o Total public school teachers: 3,109,101 o Total public school expenditures: $607.8 billion o Total funding of public education: $597,485,869,000 o Federal: $75.99 billion (12.7% of total) o State: $259.8 billion (43.5% of total) o Local: $261.7 billion (43.8% of total) While there are some excellent charter school models in place, the Company is focused on transforming public schools and supporting their operation as efficient and effective public schools. Because the model empowers teachers, and pays them accordingly, the national leadership of the major teachers unions (AFT and NEA) has endorsed the model. Pricing and Profitability In setting the pricing models, the Company considered what pricing for somewhat similar services or products. It then considered a price point about 20% below that number and determined that it could afford to sell at that level and still be very profitable. This pricing makes the Company's message fairly simple: better outcomes for less money. The Company believes that continuous improvement of the system and full customer support program will ensure that customers remain loyal because they will always have the best services at the best prices. On the financial side of the equation, the Emaginos system's products and services have a one-time cost to develop, but once they are developed, can be sold many times at very low incremental cost. The first school will break even. Each subsequent school or district will provide the same revenue, but cost progressively less to transform and support. This profit will enable Emaginos to continue to improve its products and services, and expand the business. Customers The initial sales and marketing program will be focused on implementing the Emaginos program in up to 25 schools; and selling the curriculum and operational software to a similar number of schools. The political and economic climate supports these as initial targets. The Company will target a small select number of geographical locations. Competition The Company does not intend to replace the management structure and people in a school as a takeover. Instead it will provide a suite of products and services that enables the people running a school to be empowered to operate the school more effectively. This approach provides Emaginos a Competitive Advantage in the following ways: o Union Support: because the system empowers teachers and pays them more for their additional responsibility and efforts, the Company believes that unions will support the Emaginos model. o Unanimity Planning: This planning process enables communities to build local support for taking on major challenges, like transforming K-12 schools across the district. o Not a Takeover Model: The district retains local control of its schools. o More for Less: By starting with a clean slate, selecting a comprehensive but not conflicting or redundant set of proven best practices and designing them as a cohesive system, the program can be operated within most existing budgets. Emaginos has taken a unique approach to transforming K-12 education. As a result, there is no direct competitor. However, certain charter school companies like KIPP, Camelot, or National Heritage Academies (formerly known as Education Development Corporation), or some private schools that deliver customized education, or an education management organization that takes over and operates a school for the district are certainly indirect competitors vying for the acceptance of their system by local school boards and school districts. The Company believes that in those models the district gives up some or all of its control of the impacted school. THE COMPANY Background The Company, formerly known as Forest Sound Acquisition Corporation ("Emaginos" or the "Company"), was incorporated in Delaware on December 7, 2016. The Company filed a registration statement on Form 10 with the Securities and Exchange Commission ("SEC") on January 18, 2017 registering its common stock by which it became a public reporting company sixty days thereafter. On May 23, 2018, Forest Sound Acquisition Corporation filed a Form 8-K noticing the filing with the State of Delaware of an amendment to its Certificate of Incorporation to change its name to Emaginos, Inc. in expectation of a change in control. On July 10, 2018 the Company effected a change in control with the resignation of the then officers and directors, contribution to the Company of 19,500,000 shares of the 20,000,000 outstanding shares of its common stock, the appointment of new officers and directors, and the issuance of shares of common stock of the Company. As a public reporting company pursuant to the Securities Exchange Act, the Company files with the Securities and Exchange Commission quarterly and annual reports and management shareholding information. The Company intends to deliver a copy of its annual report to its security holders, and will voluntarily send a copy of the annual report, including audited financial statements, to any registered shareholder who requests the same. The Company's documents filed with the Securities and Exchange Commission may be inspected at the Commission's principal office in Washington, D.C. Copies of all filings may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549. Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Employees The Company has only two executive officers and no employees. Subsidiaries The Company has no subsidiaries. Property The Company has its headquarters at 13428 Maxella Avenue, #144, Marina Del Rey, California 90292. The Company's email address is and its website is www.Emaginos.com. The Company's telephone number is 571-921-4200. Revenue The Company does not have current operations. Legal Proceedings There are no pending, threatened or actual legal proceedings in which the Company is a party. Emerging Growth Company The Company qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act which became law in April, 2012. The definition of an "emerging growth company" is a company with an initial public offering of common equity securities which occurred after December 8, 2011 and has less than $1 billion of total annual gross revenues during last completed fiscal year. The disclosure regarding the company and The Jumpstart Our Business Startups Act is incorporated herein by reference from the Form 10-12g filed on January 18, 2017. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview References to the financial condition and performance of the Company below in this section "Management's Discussion and Analysis of Financial Condition and Results of Operations" are the Pro Forma results after the effect of the Merger. As of June 30, 2018, the Company, prior to the Merger, had shareholders' equity of $(250) and a cash balance of $0. During the period from ended June 30, 2018, the company had a net loss of $(944) and as of December 31, 2017 the company had shareholders' equity of $(1,000) and a net loss of $(1,539). Off-Balance Sheet Arrangements The company has no off-balance sheet arrangements. Equipment Financing The company has no existing equipment financing arrangements. Critical Accounting Policies For the period ending December 31, 2017 the financial statements have been prepared and audited in accordance with generally accepted accounting principles (GAAP) in the United States. Liquidity and Capital Resources As of June 30, 2018, the Company had cash balance of $0. MANAGEMENT Officers and Directors of Emaginos, Inc. (the "Company") Name Age Position Scott Taub 53 Chief Executive Officer, Director Allan C. Jones 74 President, Chief Financial Officer, Director Keith Larick 78 Chief Education Officer Scott Taub serves as a director and the Chief Executive Officer of the Company. Mr. Taub has experience as a technical consultant for large companies. His services include assistance in establishing policies and procedures, managing budgets and training employees in the policies and procedures. Mr. Taub began his technical support experience with his father's company, "The Source" which was ultimately acquired by America Online. Mr. Taub's experience working with his father at The Source and on other business endeavors has given him experience and knowledge on working with startup companies. Mr. Taub's father started developing Emaginos and upon his death, Mr. Taub took over its development. Working with Emaginos, Mr. Taub has been running the day-to-day operations of Emaginos. Allan C. Jones serves as a director and the President and Chief Financial Officer of the Company. Mr. Jones co-founded "Intelligent Education" a company that provided virtual, online high-school courses to students nationwide with faculty members drawn from across the country. Mr. Jones taught high school mathematics for seven years and computer courses for three years. In addition, Mr. Jones ran the computer center for the Oxford, Massachusetts School District. From 1983 to 1993, Mr. Jones worked in corporate research at Digital Equipment Corporation. Subsequently he worked as a senior researcher and planning consultant for the Center for Educational Leadership and Technology (CELT) where he assisted schools, districts and states with technology planning. He also spent three years as Director of Information Systems at The Westminster Schools (an independent day school in Atlanta, Georgia). He has designed and implemented education programs that have received national recognition and validation by the U.S. Department of Education including Project COFFEE, founded in the late 1970s which became a national model for helping school dropouts to return to school. The program continues in operation. For his service, he received a letter of recognition from President Reagan. While at Digital Equipment Corporation, he advised institutions such as MIT and the National Science Foundation on developing and implementing industry/university research relationships. Mr. Jones is a career educator and his education experience ranges from the high school classroom to elementary school computer vacation camps, teaching college courses, and roles in administration and school boards. Mr. Jones received a Bachelor of Science degree in Mechanical Engineering from the United States Naval Academy in 1967, a Masters of Arts in Education from Assumption College, Worcester, Massachusetts in 1978 and a certificate in computer learning from Central New England College of Technology in 1981. Keith Larick serves as Chief Education Officer of the Company: Dr. Larick is known for his many education and technology innovations and is a national leader in the integration of technology into teaching and learning. For the past 30 years, Dr. Larick has participated in trend analysis, forecasting and studies of the future. As a renowned futurist and change agent he has served as a consultant and presenter to more than 500 businesses and educational organizations. Dr. Larick was appointed by the California Senate to serve on the California Master Plan for K-12 Education and California Technology Commission. He has served on the Executive Committee and Board of the Agency for Instructional Technology; a consultant for IBM, Compaq, ACER, AT&T, Digital Equipment Corporation, Global Digital Utilities Inc., and Emaginos Inc. In addition, he has served as president and CEO of Vistar Technologies software and consulting services company. Directors The Company is authorized to have at least one director but no more than five. Each of the Company's directors serves for a term of one year or until a successor is elected and qualified. Director Independence The Board of Directors has determined that it does not have any independent directors as that term is defined by NASDAQ Marketplace Rule 5605(a)(2). In assessing the independence of the directors, the Board considers any transactions, relationships and arrangements between our Company and our independent directors or their affiliated companies. This review is based primarily on responses of the directors to questions in a director and officer questionnaire regarding employment, business, familial, compensation and other relationships with our Company or our management. Committees of the Board The Company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does the Company have a written nominating, compensation or audit committee charter. The current Directors believe that it is not necessary to have such committees, at this time, because they can adequately perform the functions of such committees. EXECUTIVE COMPENSATION Summary Compensation To date, the Company has not paid compensation to any executive officer or director. The Company may choose to pay a salary or fees to its executive management in the future. There have been no changes in the Company's compensation policy since the end of the Company's last fiscal year, December 31, 2017. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information as of the date hereof regarding the beneficial ownership of the Company's common stock by each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the common stock after giving effect to any exercise of warrants or options held by that person. Percent of Name and Position Shares Owned Class(1) Scott Taub Chief Executive Officer, Director 60,000,000 72.4% Allan C. Jones President, Chief Financial Officer, Director 6,000,000 7.2% Keith Larick Chief Education Officer 440,000 * Richard Gordon 10,000,000 12% Shareholder All Officers and directors as 66,000,000 79.6% a Group (2 persons) (1) Based on 82,825,885shares of common stock outstanding. * Less than 1% MARKET PRICE OF AND DIVIDENDS AND RELATED STOCKHOLDER MATTERS Dividends The Company has not paid any dividends to date. The Company has not made any determination about if and when it will pay dividends on its common stock. Preferred Stock The Company has 20,000,000 authorized undesignated shares of preferred stock. No preferred stock has been designated nor issued. Market Price There is no public market for the Company's common stock and there is no market price for the Company's common stock. Disclosure of Commission Position on Indemnification for Securities Act Liabilities The Company's Certificate of Incorporation include an indemnification provision that provides that the Company shall indemnify directors against monetary damages to the Company or any of its shareholders by reason of a breach of the director's fiduciary except (i) for any breach of the director's duty of loyalty to the Company or its shareholders or (ii) for acts or omissions not in good faith or which involve intentional misconduct of (iii) for unlawful payment of dividend or unlawful stock purchase or redemption or (iv) for any transaction from which the director derived an improper personal benefit. The Bylaws of the Company provide that the Company shall, to the fullest extent permitted by applicable law, as amended from time to time, indemnify all directors of the Company, as well as any officers or employees of the Company to whom the Company has agreed to grant indemnification. Section 145 of the Delaware General Corporation Law ("DCL") empowers a corporation to indemnify its directors and officers and to purchase insurance with respect to liability arising out of their capacity or status as directors and officers provided that this provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) arising under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. The Delaware General Corporation Law provides further that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation's by-laws, any agreement, vote of shareholders or otherwise. The effect of the foregoing is to require the Company to indemnify the officers and directors of the Company for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Certificate of Incorporation does not specifically indemnify the officers or directors or controlling persons against liability under the Securities Act. The Securities and Exchange Commission's position on indemnification of officers, directors and control persons under the Securities Act by the Company is as follows: INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS AND CONTROLLING PERSONS OF THE SMALL BUSINESS ISSUER PURSUANT TO THE RULES OF THE COMMISSION, OR OTHERWISE, THE SMALL BUSINESS ISSUER HAS BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS, THEREFORE, UNENFORCEABLE. ITEM 3.02 Recent Sales of Unregistered Securities The Company has issued the following securities in the last three (3) years. Such securities were issued pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering, as noted below. Each of these transactions was issued as part of a private placement of securities by the Company in which (i) no general advertising or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment purposes only, without a view to resale. Since inception, the Company has issued shares of common stock which were not registered as follows: The Company (as Forest Sound Acquisition Corporation) issued an aggregate of 20,000,000 shares on formation in December 2016, pro rata (10,000,000 each), to James Cassidy and James McKillop, at a purchase price valued at $0.0001 per share, of which 19,5000,000 shares were redeemed via contribution and cancelled in July 2018. In July 2018, the Company issued 66,882,308 shares of its common stock to six stockholders, at a purchase price equal to $0.0001 per share, as part of a change in control. On September 13, 2018, pursuant to the Merger, the Company issued 5,494,000 shares of its common stock, valued at $0.0001 per share, in exchange for all the outstanding shares of Emaginos Virginia then held by 12 shareholders. ITEM 5.06 Change in Shell Company Status The Company has acquired the business plan of Emaginos, Inc. (Virginia) which was an operating company with a defined business plan and accordingly, the Company has commenced operations and is no longer deemed to be a shell company. ITEM 9.01 Financial Statements and Exhibits The audited financial statements of the Emaginos Virginia for Decemer 31, 2017 and the unaudited financial statements for the period ended June 30, 2018 are included herewith. ______________________________________________________________________ FINANCIAL STATEMENTS Auditors Report 1 Financial Statement Summary 2 Income Statement 3 Balance Sheet 4 Statement of Cash Flows 5 Notes to the Financial Statements 6 ______________________________________________________________________ JPizars CPAmerica International Crowe Horwath International INDEPENDENT AUDITOR'S REPORT To the Stockholders Emaginos, Inc. (Private Company) We have audited the accompanying financial statements of Emaginos, Inc. which comprise the balance sheets as of December 31, 2016 and 2017, and the related statements of income and retained earnings, and cash flows for the years then ended, and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to Obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. Auditor's Responsibility In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Emaginos, Inc. as of December 31, 2016 and 2017, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. JPizars CPACONNECT An Independent Member of Crowe Horwath International Hollywood, Florida August 16, 2018 ______________________________________________________________________

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______________________________________________________________________ EMAGINOS, INC. Notes to Financial Statements December 31, 2017 NOTE 1 - FUTURE NATURE OF OPERATIONS The Company will be engaged in the transformation of the K through 12 education system in all 50 states. The Company's work will be performed through subscription services. These subscriptions are undertaken by the Company on an annual basis for updates. The length of the Company's subscriptions will be one year. The Company follows the practice of filing statutory liens on all projects when collection problems are anticipated. The liens serve as collateral for contracts receivable. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Future use of Estimates No estimates and assumptions have been made for the period of these financial statements. If estimates and assumptions are used they will be in conformity with U.S. GAAP that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities and the reported amounts of revenues and e xpenses during the reporting period. Actual results could differ from those estimates. Balance Sheet Classification The Company includes in current assets and liabilities retainage amounts receivable and payable under client contracts, which may extend beyond one year. A one-year time period is used as the basis for classifying all other current assets and liabilities. Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. See independent accountants' audit report Future Contracts Receivable Contracts receivable from performing education services are based on a per student and teacher subscription rate of $3.50 per day. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal contracts receivable is due 30 days after the issuance of the invoice. Contract retentions are due 30 days after completion of the project and acceptance by the owner. Receivables past due more than 120 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. See accompanying Independent Accountants' Audit Report ______________________________________________________________________ EMAGINOS, INC. Notes to Financial Statements December 31, 2017 (continued) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Inventory No inventory will be part of the Emaginos Incorporated business model Future Property and Equipment Property and equipment will be stated at cost. Depreciation will be computed primarily using the straight-line method over the estimated useful lives of the assets, which range from 5 to 39 years. Leasehold improvements are amortized over the shorter of the useful life of the related assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in income for the period. Future Impairment of Long-Lived Assets The Company will review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. As of December 31, 2017, and 2016, there were no impairment losses recognized for long lived assets. Revenue and Cost Recognition The company has no revenues to date. To date, most of management's time, and the Company's limited resources have been spent in developing its business strategy, researching potential opportunities, exploring marketing contacts, establishing operations and management personnel and resources, preparing its business plan and model, selecting professional advisors and consultants and seeking sources of capital for the Company. Potential revenues from fixed price subscription contracts are recognized on the accrual basis of accounting. The accrual basis is used because management considers it to be the best available measure of subscription revenue on the future contracts. The most significant estimates related to costs will be facilities costs to complete the subscription contracts. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant. Facilities costs include all national offices and regional office cost along with furnishing of the schools. See accompanying Independent Accountants' Audit Report ______________________________________________________________________ EMAGINOS, INC. Notes to Financial Statements December 31, 2017 (continued) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Revenue and Cost Recognition (Continued) Selling, general, and administrative costs will be charged to expense as incurred. Provisions for estimated losses on uncompleted subscription contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, to costs and income are recognized in the period in which the revisions are determined. Profit incentives are included in revenues when their realization is reasonably assured. An amount equal to subscription costs is included in revenues when realization is probable and the amount can be reliably estimated. Income Taxes Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities will be included in the financial statements at enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in FASB ASC 740. As changes in tax laws or rate are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. As of December 31, 2017, the Company had no uncertain tax positions, or interest and penalties, that qualify for either recognition or disclosure in the financial statements. NOTE 3 - EVALUATION OF SUBSEQUENT EVENTS As of December 31,2017, Emaginos Virginia authorized capital stock consisting of 250,000,000 shares of common stock, no par value. Emaginos Delaware shares authorized will be at a total of 100,000,000 shares of common stock, par value $0.0001, of which 72,876,308 shares were outstanding at the effective date of the merger and as of the date of this audit report. The company is also authorized to issue 20,000,000 shares of non-designated preferred stock of which none are outstanding. See accompanying Independent Accountants' Audit Report ______________________________________________________________________ EMAGINOS, INC. Notes to Financial Statements December 31, 2017 (continued) NOTE 4 - TRANSACTIONS WITH RELATED PARTY The officers and directors are subject to the restriction that all opportunities contemplated by the business plan which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to the Company. A breach of this requirement will be a breach of the fiduciary duties of the officer and director. As of the financial reporting date and through July 31, 2018 which is the date of the audited financial statements, Emaginos Virginia entered into promissory notes in exchange for stock ownership. The parties involved in the promissory notes are Paula Matveld and Daniel Cynamon in the amounts of $25,000 and $30,000. These have become the obligation of the Company after the effectiveness of the Merger. NOTE 5 - GOING CONCERN The Company has not yet generated any revenue since inception to date and has sustained operating loss of $3,190 for the year ended December 31, 2017. The Company has zero working capital as of December 31, 2017. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required. The accompanying audited financial statements have been prepared assuming that the company will continue as a going concern; however, the above condition raises substantial doubt about the Company's ability to do so. The audited financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations. See accompanying Independent Accountants' Audit Report ______________________________________________________________________ Mario Marcel of Celtax - Certified Public Accountants 6250 Canoga Ave Suite 345 Woodland Hills, CA 91367 Phone (818) 330-3550 EMAGINOS, INC. PERIOD: Q2 2018 Unaudited ______________________________________________________________________

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5 ______________________________________________________________________ EMAGINOS, INC. Notes to Financial Statements Interim period June 30, 2018 NOTE 1 - Future Nature of Operations The Company will be engaged in the transformation of the K through 12 education system in all 50 states. The Company's work will be performed through subscription services. These subscriptions are undertaken by the Company on an annual basis for updates. The length of the Company's subscriptions will be one year. The Company will follow the practice of filing statutory liens on all projects when collection problems are anticipated. The liens will serve as collateral for contracts receivable. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Future use of Estimates No estimates and assumptions have been made for the period of these financial statements. If estimates and assumptions are used they will be in conformity with U.S. GAAP that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Balance Sheet Classification The Company includes in current assets and liabilities retainage amounts receivable and payable under client contracts, which may extend beyond one year. A one-year time period is used as the basis for classifying all other current assets and liabilities. Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. See independent accountants' audit report 6 ______________________________________________________________________ EMAGINOS, INC. Notes to Financial Statements Interim period June 30, 2018 Future Contracts Receivable Contracts receivable from performing education services are based on a per student and teacher subscription rate of $3.50 per day. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal contracts receivable is due 30 days after the issuance of the invoice. Contract retentions are due 30 days after completion of the project and acceptance by the owner. Receivables past due more than 120 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. Inventory No inventory will be part of the Emaginos Incorporated business model Future Property and Equipment Property and equipment will be stated at cost. Depreciation will be computed primarily using the straight-line method over the estimated useful lives of the assets, which range from 5 to 39 years. Leasehold improvements are amortized over the shorter of the useful life of the related assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in income for the period. Future Impairment of Long-Lived Assets The Company will review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. As of June 30, 2018, there were no impairment losses recognized for long lived assets. Revenue and Cost Recognition The company has no revenues to date. To date, most of management's time, and the Company's limited resources have been spent in developing its business strategy, researching potential opportunities, exploring marketing contacts, establishing operations and management personnel and resources, preparing its business plan and model, selecting professional advisors and consultants and seeking sources of capital for the Company. Potential revenues from fixed price subscription contracts are recognized on the accrual basis of accounting. The accrual basis is used because management considers it to be the best available measure of subscription revenue on the future contracts. The most significant estimates related to costs will be facilities costs to complete the subscription contracts. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant. Facilities costs include all national offices and regional office cost along with furnishing of the schools. 7 ______________________________________________________________________ EMAGINOS, INC. Notes to Financial Statements Interim period June 30, 2018 Selling, general, and administrative costs will be charged to expense as incurred. Provisions for estimated losses on uncompleted subscription contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, to costs and income are recognized in the period in which the revisions are determined. Profit incentives are included in revenues when their realization is reasonably assured. An amount equal to subscription costs is included in revenues when realization is probable and the amount can be reliably estimated. Income Taxes Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities will be included in the financial statements at enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in FASB ASC 740. As changes in tax laws or rate are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. As of June 30, 2018, the Company had no uncertain tax positions, or interest and penalties, that qualify for either recognition or disclosure in the financial statements. NOTE 3 - Evaluation of Subsequent Events As of June 30, 2018, the company's capital structure consisted of 250,000,000 shares of common stock, par value $0.0001. The new company shares authorized will be at a total of 100,000,000 shares of common stock, par value $0.0001, of which 82,827,385 shares were outstanding as of the date of this audit report. The company is also authorized to issue 20,000,000 share of preferred stock, par value $0.0001 of which none are designated or outstanding. NOTE 4 - TRANSACTIONS WITH RELATED PARTY The officers and directors are subject to the restriction that all opportunities contemplated by the business plan which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to the Company. A breach of this requirement will be a breach of the fiduciary duties of the officer and director. As of the financial reporting date and through August 20, 2018, Emaginos Virginia entered into promissory notes in exchange for stock ownership. The parties involved in the promissory notes are Paula Matveld and Daniel Cynamon in the amounts of $25,000 and $30,000. These have become the obligation of the Company after the effectiveness of the Merger. 8 ______________________________________________________________________ Exhibits Certain exhibits listed below are incorporated by reference as so marked with the date and filing with which such exhibits were filed with the Securities and Exchange Commission). 2.1* Agreement and Plan of Reorganization between Emaginos, Inc. (Virginia) and Emaginos, Inc. (Delaware) 3.1 Certificate of Incorporation (filed as exhibit to the Form 10-12G filed December 7, 2016) 3.2 By-laws (filed as exhibit to the Form 10-12G filed December 7, 2017) 3.3 Sample stock certificate (filed as exhibit to the Form 10-12G filed December 7, 2017) * Filed herewith 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 hereunder duly authorized. EMAGINOS, INC. /s/ Allan Jones President Date: September 26, 2018

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