UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: Feb 29, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from __________ to __________
Commission file number 000-32247
Exmocare, Inc.
(formerly 1-900 Jackpot, Inc.)
(Exact name of small business issuer as
specified in its charter)
Nevada | 98-0219399 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
3838 Raymert Drive, Suite 3, Las Vegas, NV 89121
(Address of principal executive offices)
(604) 575-0050
Issuer's telephone number
1-900 Jackpot, Inc.
(Former name, former address and former fiscal year, if changed since last report.)
Indicate by check mark whether the registrant is a shell company( as defined by Rule 12b-2 of the Exchange Act.) Yes No X
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practical date: February 29, 2008 155,858,285
Transitional Small Business Disclosure Format (check one).
Yes ; No X
Item 1. Financial Statements
EXMOCARE, INC. | |
(Formerly 1-900 Jackpot, Inc.) | |
(A Development Stage Company) | |
BALANCE SHEETS | |
(Unaudited) | |
| | | | | | |
| | February 29, | | | August 31, | |
| | 2008 | | | 2007 | |
| | | | | | |
Assets | | | | | | |
Cash and Cash Equivalents | | $ | 3,872 | | | | 715,827 | |
Marketable securities | | | 2,372 | | | | 289,431 | |
Prepaid expenses | | | - | | | | 6,446 | |
Total Current Assets | | | 6,244 | | | | 1,011,704 | |
| | | | | | | | |
Advances on acquistion | | | 647,107 | | | | - | |
Withholding taxes receivable | | | 60,934 | | | | - | |
Lottery Assets | | | 1 | | | | 1 | |
Total Other Assets | | | 708,042 | | | | 1 | |
| | | | | | | | |
Fixed Assets | | | | | | | | |
Auto | | | 76,709 | | | | - | |
Accumulated Deprecation | | | (6,395 | ) | | | - | |
Total Fixed Assets | | | 70,314 | | | | - | |
| | | | | | | | |
Total Assets | | $ | 784,600 | | | | 1,011,705 | |
| | | | | | | | |
| | | | | | | | |
Liabilities and Shareholders’ Equity Liabilities | | | | | | | | |
Accounts payable | | $ | 10,578 | | | | 10,300 | |
Total Current Liabilities | | | 10,578 | | | | 10,300 | |
| | | | | | | | |
Total Liabilities | | | 10,578 | | | | 10,300 | |
| | | | | | | | |
Stockholders' Equity | | | | | | | | |
Preferred Stock, Par Value $.001, Authorized | | | | | | | | |
1,000,000 shares, Issued 0 | | | - | | | | - | |
Common Stock, Par Value $.001, Authorized 400,000,000 | | | | | | | | |
Shares, Issued at February 29, 2008 and | | | | | | | | |
August 31, 2007 - 155,858,285 | | | 155,858 | | | | 155,858 | |
Paid-in Capital | | | 4,506,878 | | | | 4,506,878 | |
Treasury Stock at Cost | | | (16,989 | ) | | | - | |
Cumulative Other Comprehensive Income | | | (34,597 | ) | | | (385,602 | ) |
Retained Deficit | | | (5,912 | ) | | | (5,912 | ) |
Deficit Accumulated During the Development Stage | | | (3,831,216 | ) | | | (3,269,817 | ) |
Total Stockholders' Equity | | | 774,022 | | | | 1,001,405 | |
| | | | | | | | |
Total Liabilities and Stockholders' Equity | | $ | 784,600 | | | | 1,011,705 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements. | |
EXMOCARE, INC. | |
(Formerly 1-900 Jackpot, Inc.) | |
(A Development Stage Company) | |
STATEMENTS OF OPERATIONS | |
(Unaudited) | |
| | | | | | | | | | | | | | Cumulative | |
| | | | | | | | | | | | | | Since | |
| | | | | | | | | | | | | | September 1, | |
| | | | | | | | | | | | | | 2001 | |
| | For the three months ended | | | For the six months ended | | | Inception of | |
| | February 29, | | | | | | February 29, | | | | | | Development | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | | | Stage | |
| | | | | | | | | | | | | | | |
Revenues | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | | | | | |
General and administrative | | | 124,417 | | | | 85,824 | | | | 153,286 | | | | 160,818 | | | | 646,595 | |
Depreciation | | | 3,837 | | | | - | | | | 6,395 | | | | - | | | | 6,395 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net Operating Loss | | | (128,254 | ) | | | (85,824 | ) | | | (159,681 | ) | | | (160,818 | ) | | | (652,990 | ) |
| | | | | | | | | | | | | | | | | | | | |
Other Income (Expenses) | | | | | | | | | | | | | | | | | | | | |
Interest Income | | | 4,274 | | | | 8,156 | | | | 11,473 | | | | 17,254 | | | | 62,261 | |
Interest Expense | | | (41 | ) | | | - | | | | (41 | ) | | | 39,948 | | | | (45 | ) |
Dividend Income | | | 2,378 | | | | 16,402 | | | | 15,318 | | | | - | | | | 111,449 | |
Gain(Loss) on sale of investment | | | (428,468 | ) | | | - | | | | (428,468 | ) | | | - | | | | (425,247 | ) |
Impairment loss on intangible assets | | | - | | | | - | | | | - | | | | - | | | | (9,999 | ) |
Net Other Income | | | (421,857 | ) | | | 24,558 | | | | (401,718 | ) | | | 57,202 | | | | (261,581 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net Loss from Continuing Operations | | | (550,111 | ) | | | (61,266 | ) | | | (561,399 | ) | | | (103,616 | ) | | | (914,571 | ) |
| | | | | | | | | | | | | | | | | | | | |
Discontinued Operations | | | | | | | | | | | | | | | | | | | | |
Loss on Sales of Subsidiary | | | - | | | | - | | | | - | | | | (321,182 | ) | | | (2,916,645 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net Loss | | $ | (550,111 | ) | | $ | (61,266 | ) | | $ | (561,399 | ) | | $ | (424,798 | ) | | $ | (3,831,216 | ) |
| | | | | | | | | | | | | | | | | | | | |
Other Comprehensive Loss | | | | | | | | | | | | | | | | | | | | |
Unrealized Loss on available for sale securities | | | (593 | ) | | | (119,565 | ) | | | (1,355 | ) | | | (321,182 | ) | | | (34,597 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total Comprehensive Loss | | $ | (550,704 | ) | | $ | (180,831 | ) | | $ | (562,754 | ) | | $ | (745,980 | ) | | $ | (3,865,813 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net Loss Available to Shareholder | | $ | (550,111 | ) | | $ | (61,266 | ) | | $ | (561,399 | ) | | $ | (103,616 | ) | | | | |
Basic & Diluted Loss per Share | | $ | (0.004 | ) | | $ | (0.001 | ) | | $ | (0.004 | ) | | $ | (0.001 | ) | | | | |
| | | | | | | | | | | | | | | | | | | | |
Weighted Average Shares Outstanding | | | 155,858,285 | | | | 77,216,909 | | | | 155,858,285 | | | | 77,216,909 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements. | |
EXMOCARE, INC. | |
(Formerly 1-900 Jackpot, Inc.) | |
(A Development Stage Company) | |
STATEMENTS OF CASH FLOWS | |
(Unaudited) | |
| | | | | | | | Cumulative | |
| | | | | | | | Since | |
| | | | | | | | September 1, | |
| | | | | | | | 2001 | |
| | For the six months ended | | | Inception of | |
| | February 29, | | | | | | Development | |
| | 2008 | | | 2007 | | | Stage | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
Net Loss per the period | | $ | (561,399 | ) | | $ | (103,616 | ) | | $ | (3,831,216 | ) |
Depreciation | | | 6,395 | | | | - | | | | 6,395 | |
Loss(Gain) on Sale of Investments | | | 428,468 | | | | - | | | | 425,247 | |
Impairment loss on intangible assets | | | - | | | | - | | | | 9,999 | |
(Increase) Decrease in Prepaid Expenses | | | 6,446 | | | | 1,740 | | | | - | |
(Increase) Decrease in Withholding Taxes | | | (60,934 | ) | | | (5,991 | ) | | | (60,934 | ) |
(Increase) Decrease in Advances re acquisition | | | (647,107 | ) | | | | | | | (647,107 | ) |
Increase (Decrease) in Accounts Payable | | | 278 | | | | (584 | ) | | | 10,578 | |
Net Loss from Discontinued Operations | | | - | | | | - | | | | 2,916,645 | |
Net Cash Used on Operating Activities | | | (827,853 | ) | | | (108,451 | ) | | | (1,170,393 | ) |
| | | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITES | | | | | | | | | | | | |
Purchase of Available-for-Sale Securities | | | - | | | | - | | | | (720,977 | ) |
Purchase of Fixed Assets | | | (76,709 | ) | | | - | | | | (76,709 | ) |
Sale of Available-for-Sale Securities | | | 209,596 | | | | - | | | | 252,511 | |
Net Cash Provided by Investing Activities | | | 132,887 | | | | - | | | | (545,175 | ) |
| | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | |
Purchase of Treasury Stock | | | (16,989 | ) | | | (162,477 | ) | | | (179,466 | ) |
Proceeds from sale of treasury stock | | | - | | | | 164,798 | | | | 164,798 | |
Proceeds from Loans | | | - | | | | - | | | | 1,734,108 | |
Net Cash Provided by Financing Activities | | | (16,989 | ) | | | 2,321 | | | | 1,719,440 | |
| | | | | | | | | | | | |
Net (Decrease) Increase in Cash and Cash Equivalents | | | (711,955 | ) | | | (106,130 | ) | | | 3,872 | |
Cash and Cash Equivalents at Beginning of Period | | | 715,827 | | | | 861,328 | | | | - | |
| | | | | | | | | | | | |
Cash and Cash Equivalents at end of Period | | $ | 3,872 | | | $ | 755,198 | | | $ | 3,872 | |
| | | | | | | | | | | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | | | | | | | |
Cash paid during the year for: | | | | | | | | | | | | |
Interest | | $ | 41 | | | $ | - | | | $ | 4 | |
Franchise and Income Taxes | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |
| | | | | | | | | | | | |
Stock issued for Payment on Loan | | $ | - | | | $ | - | | | $ | 1,734,108 | |
Issued Common Stock for Intangible Asset | | $ | - | | | $ | - | | | $ | 10,000 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements. | |
EXMOCARE, INC.
(formerly 1-900 Jackpot, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Exmocare, Inc. (formerly 1-900 Jackpot, Inc.) (a development stage company) is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
Going Concern
The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assume that the Company will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.
Several conditions and events cast doubt about the Company’s ability to continue as a “going concern”. The Company had a wholly owned operating subsidiary that has now been abandoned because of recurring losses. The Company has no source of revenue, has suffered recurring losses from operations, has a deficit accumulated during the development stage and requires additional financing in order to finance its business activities on an ongoing basis. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses.
The Company’s future capital requirements will depend on numerous factors including, but not limited to, the Company receiving continued financial support, completing public equity financing, or generating profitable operations in the future.
These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern”. While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful.
If the Company were unable to continue as a “going concern”, then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported expenses, and the balance sheet classifications used.
EXMOCARE, INC.
(formerly 1-900 Jackpot, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Interim Reporting
The unaudited financial statements as of February 29, 2008 and for the three month period then ended reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of operations for the three and six months. Operating results for interim periods are not necessarily indicative of the results which can be expected for full years.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Nevada on August 20, 1999. On August 20, 1999, the shareholders of the Company entered into an agreement to transfer all of their shares in Pultronex Corporation of Alberta to Pultronex Corporation of Nevada in exchange for shares of Pultronex Corporation of Nevada. As a result of that exchange, Pultronex Corporation of Alberta became a wholly owned subsidiary of Pultronex Corporation of Nevada. For financial statement purposes, the Company is considered to be a continuation of Pultronex Corporation of Alberta. Therefore, the financial statement for the period ended August 31, 1999 include the results of operations of Pultronex Corporation of Alberta from the beginning of the period. Comparative figures for the period ended December 31, 1998 are those of Pultronex Corporation of Alberta from April 2, 1998, the date it commenced operations. Subsequently, on September 1, 2001, the Company disposed of Pultronex Corporation of Alberta and entered the development stage.
On July 12, 2005, Pultronex Corporation changed its name to 1-900 Jackpot, Inc.
As reported in the quarterly filing of November 30, 2007, the Company proposed to change its name to Exmocare, Inc. This was completed at the Nevada Secretary of State on February 20, 2008.
EXMOCARE, INC.
(formerly 1-900 Jackpot, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Nature of Business
The Company has no products or services as of February 29, 2008. The Company was organized as a vehicle to seek merger or acquisition candidates. The Company intends to acquire interests in various business opportunities, which in the opinion of management will provide a profit to the Company.
The Company had acquired certain Intellectual Lottery Product assets in exchange for stock. The Company intended to license these products to various government-run lotteries and private and public companies that are seeking new products for their operations. Because of the passage of the Safe Port Act, the Company has determined that lottery operations that were planned may no longer be possible. At this time this operation is suspended.
On December 16, 2007 the Company entered into a Letter of Intent to acquire of the global assets of New York-based Exmocare LLC, whose Bluetooth-enabled vital sign wristwatch service has been augmenting health and location monitoring of the elderly since mid-2006. Exmocare’s assets include all worldwide patents pending, copyrights, manufacturing, marketing, distribution and licensing rights for Exmocare’s wristworn wireless biosensing technologies. The shareholders of 1-900 Jackpot Inc have agreed to change the company’s name, and have nominated Exmocare founder David Bychkov as the new President of Exmocare Inc. Cheyenne Crow, Exmocare’s Vice President of Government and Corporate sales, will be named VP and Chief Operating Officer. Exmocare Inc plans to further develop its wristwatch line to address the growing epidemics of diabetes and obesity, and expand its distribution networks to 190 new countries over the next 3 years.
Currently the Exmocare’s new BT2 vital sign monitoring device has been manufactured and is being tested. The test results will be available over the next few weeks. The Company has advanced $647,107 to the new entities in support of the new product development.
EXMOCARE, INC.
(formerly 1-900 Jackpot, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Loss per Share
Basic earnings (loss) per share has been computed by dividing the income (loss) for the year applicable to the common stockholders by the weighted average number of common shares outstanding during the years. There were no common stock equivalents outstanding as of February 29, 2008 and February 28, 2007.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with one financial institution, in the form of marketable securities. At times, such investments may be in excess of any insurance limit.
Foreign Currency Translation
The Company’s functional currency is the Canadian dollar and the reporting currency is the U.S. dollar. Monetary assets and liabilities resulting from transactions with foreign suppliers and customers are translated at year end exchange rates while income and expense accounts are translated at average rates in effect during the year. Gains and losses on translations are included in income.
EXMOCARE, INC.
(formerly 1-900 Jackpot, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
The Company has a net operating loss for income taxes. Due to the regulatory limitation in utilizing the loss, it is uncertain whether the Company will be able to realize a benefit from these losses. Therefore, a deferred tax asset has not been recorded. There are no significant tax differences requiring deferral.
Reclassifications
Certain reclassifications have been made in the 2008 financial statements to conform with the 2007 presentation.
Fair Value of Financial Instruments
The carrying value of the Company's financial instruments, including cash and accounts payable at February 29, 2008 approximates their fair values. The carrying values of marketable securities available for sale are based on quoted market prices.
Intangible Assets
The Company has adopted the Financial Accounting Standards Board SFAS No. 142, “Goodwill and Other Intangible Assets” SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS 142 requires that the Company identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance of SFAS 142.
| | February 29, | | |
Intangible Asset | | 2008 | | | 2007 | | Amortization Period |
Lottery Assets | | $ | 1 | | | $ | 10,000 | | Indefinite |
| | | | | | | | | |
Total | | $ | 1 | | | $ | 10,000 | | |
EXMOCARE, INC.
(formerly 1-900 Jackpot, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Depreciation
Fixed assets are stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated economic useful lives of the related assets as follows:
Maintenance and repairs are charged to operations; betterments are capitalized. The cost of property sold or otherwise disposed of and the accumulated depreciation thereon are eliminated from the property and related accumulated depreciation accounts, and any resulting gain or loss is credited or charged to income. Depreciation expense for the 6months ended February 29, 2008 was $6,395.
NOTE 2- INVESTMENTS
Available-for-Sale Securities
The Company’s securities investments that are bought are held for an indefinite period of time and are classified as available-for-sale securities. Available securities are recorded at fair value on the balance sheet in current assets, with the change in fair value during the period excluded from earnings and recorded net of tax as a component of other comprehensive income.
Investments in securities are summarized as follows:
| | February 29, 2008 | |
| | Gross Unrealized Gain | | | Gross Unrealized Loss | | | Fair Value | |
Available-for-sale securities | | $ | - | | | $ | 40,846 | | | $ | 2,372 | |
| | | | | | | | | | | | |
| | February 28, 2007 | |
| | Gross Unrealized Gain | | | Gross Unrealized Loss | | | Fair Value | |
Available-for-sale securities | | $ | - | | | $ | 405,171 | | | $ | 276,111 | |
EXMOCARE, INC.
(formerly 1-900 Jackpot, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 2- INVESTMENTS (Continued)
Realized Gains and losses are determined on the basis of specific identification. During the three months ended February 29, 2008 and February 28, 2007, sales proceeds and gross realized gains and losses on securities classified as available-for-sale securities were:
| | For the Three Months Ended | |
| | February 29, | | | February 28, | |
| | 2008 | | | 2007 | |
| | | | | | |
Sale Proceeds | | $ | 209,596 | | | $ | - | |
Gross Realized Losses | | $ | 428,468 | | | $ | - | |
Gross Realized Gains | | $ | - | | | $ | - | |
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a development stage company, the Company has had recurring losses during its development stage.
NOTE 4- RELATED PARTY TRANSACTIONS
During the previous year, the Company engaged a Company to manage its Internet and Web Site services. This Company employs Mr. Justin Fisher who is the son of Exmocare, Inc.’s CEO. The total of the services purchased during the three months ended February 29, 2008 and 2007 was $0 and $10,000, respectively.
Item 2. Management’s Discussion and Analysis or Plan of Operation
This Quarterly Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the ability of the Company to continue its expansion strategy, changes in costs of raw materials, labor, and employee benefits, as well as general market conditions, competition and pricing. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a presentation by the Company or any other person that the objectives and plans of the Company will be achieved.
Background and Overview
On February 12, 2002, the Company entered into an agreement to sell the business of its Canadian operating subsidiary to an unrelated third party. The sale agreement included substantially all assets and operations of the consolidated entity with the exception of cash, accounts receivable and raw materials inventory. Gross proceeds from the sale were approximately $420,000 (CAN$650,000). As the sale included substantially all assets and operations of the business the Company effectively discontinued operations on February 12, 2002.
As a consequence of the above agreement, management has abandoned the operations of the subsidiary company (Pultronex Corporation of Alberta) and has finalized an orderly wind-up of the affairs of the subsidiary and the parent company (Exmocare, Inc. (formerly 1-900 Jackpot, Inc.) has become totally inactive.
All subsequent filings of the company (Exmocare, Inc. (formerly 1-900 Jackpot, Inc. and Pultronex Corporation of Nevada) will reflect the fact that the subsidiary company (Pultronex Corporation of Alberta) has been abandoned and the financial results of the subsidiary shall be longer be consolidated into the financial statements of the reporting entity (Exmocare, Inc. (formerly 1-900 Jackpot, Inc.).
Plan of Operations
As used herein the term “Company” refers to (Exmocare, Inc. (formerly 1-900 Jackpot, Inc.) a Nevada corporation and its predecessors, unless the context indicates otherwise. The Company is currently a blank check company whose purpose is to acquire operations through an acquisition or merger or to begin its own start-up business.
The Company is in the process of attempting to identify and acquire a favorable business opportunity. The Company has reviewed and evaluated a number of business ventures for possible acquisition or participation by the Company. The Company has not entered into any agreement, nor does it have any commitment or understanding to enter into or become engaged in a transaction as of the date of this filing. The Company continues to investigate, review, and evaluate business opportunities as they become available and will seek to acquire or become engaged in business opportunities at such time as specific opportunities warrant.
On December 16, 2007 the Company entered into a Letter of Intent to acquire of the global assets of New York-based Exmocare LLC, whose Bluetooth-enabled vital sign wristwatch service has been augmenting health and location monitoring of the elderly since mid-2006. Exmocare’s assets include all worldwide patents pending, copyrights, manufacturing, marketing, distribution and licensing rights for Exmocare’s wristworn wireless biosensing technologies. The shareholders of 1-900 Jackpot Inc have agreed to change the company’s name, and have nominated Exmocare founder David Bychkov as the new President of Exmocare Inc. Cheyenne Crow, Exmocare’s Vice President of Government and Corporate sales, will be named VP and Chief Operating Officer. Exmocare Inc plans to further develop its wristwatch line to address the growing epidemics of diabetes and obesity, and expand its distribution networks to 190 new countries over the next 3 years.
Currently the Exmocare’s new BT2 vital sign monitoring device has been manufactured and is being tested. The test results will be available over the next few weeks. The Company has advanced $647,107 to the new entities in support of the new product development.
The Company had no sales or sales revenues for the three months ended February 29, 2008 or 2007.
The Company had no costs of sales revenues for the three months ended February 29, 2008 or 2007. The Company had general and administrative expenses of $124,417 for the three month period ended February 29, 2008 and $85,824 for the same period in 2007.
The Company had no costs of sales revenues for the six months ended February 29, 2008 or 2007. The Company had general and administrative expenses of $153,286 for the three month period ended February 29, 2008 and $160,818 for the same period in 2007.
Capital Resources and Liquidity
At February 29, 2008, the Company had total current assets of $6,244 and total assets of $784,600 as compared to $1,011,704 current assets and $1,011,705 total assets at August 31, 2007. The Company had a net working capital deficit of $4,334 at February 29, 2008 and net working capital of $1,001,404 at August 31, 2007. Net stockholders’ equity in the Company was $774,022 as of February 29, 2008 and $1,001,404 at August 31, 2007.
Item 3. Controls and Procedures
The Company’s Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the company.
(a) Evaluation of Disclosure Controls and Procedures
As of the end of the reporting period covered by this report, the company carried out an evaluation, under the supervision of the participation of the Company’s management, including the Company’s President, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon the evaluation, the Company’s President concluded that, as of the end of the period, the Company’s disclosure controls and procedures were effective in timely alerting him to material information relating to the Company required to be included in the reports that the Company files and submits pursuant to the Exchange Act.
(b) Changes in Internal Control
Based on his evaluation as of February 29, 2008, there were no significant changes in the Company’s internal control over financial reporting or any other areas that could significantly affect the Company’s internal control subsequent to the date of his most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None/Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None/Not Applicable.
ITEM 5. OTHER INFORMATION
None/Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
The following documents are filed herewith or have been included as exhibits to previous filings with the Commission and are incorporated herein by this reference:
Exhibit No. | Exhibit |
| |
3.1 | Articles of Incorporation (1) |
3.2 | Bylaws (1) |
31.1 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the period covered by this Form 10-QSB.
(1) Incorporated herein by reference from Registrant’s Form SB-2,
Registration Statement, dated February 22, 2000.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Exmocare, Inc.
(formerly 1-900 Jackpot, Inc.)
/s/ Brian Fisher
Brian Fisher
President and Director
(Principal Executive Officer and Principal Financial Officer)