UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
S
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended September 30, 2007
£
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-30245
IDI Global, Inc.
(Exact name of small business issuer as specified in its charter)
| | |
Nevada | | 87-0617040 |
(State of incorporation) | | (I.R.S. Employer Identification No.) |
| | |
462 East 800 North, Orem, Utah | | 84097 |
(Address of principal executive offices) | | (Zip code) |
Issuer’s telephone number, including area code: (801) 224-4444
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes S No£
Indicate by check made whether the registrant is a shell company (as defined in rule 12b-2 of the exchange Act) Yes£ NoS
As of November 14, 2007, IDI Global, Inc. had 19,160,174shares of common stock outstanding.
Transitional Small Business Disclosure Format: Yes£ NoS
TABLE OF CONTENTS
| |
PART I: FINANCIAL INFORMATION | |
| |
Item 1. Financial Statements | 3 |
| |
Item 2. Management’s Discussion and Analysis | 14 |
| |
Item 3. Controls and Procedures | 20 |
| |
PART II: OTHER INFORMATION | |
| |
Item 1. Legal Proceedings | 21 |
| |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 24 |
| |
Item 3. Defaults upon Senior Securities | 24 |
| |
Item 4. Other Information | 24 |
| |
Item 5. Exhibits | 25 |
| |
Signatures | 25 |
2
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following financial information depicting our consolidated statements of operations for the three-month period ended September 30, 2007 and 2006 is fully audited. This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data. As further explained in the Management’s Discussion and Analysis section, the results for the period July 1, 2007 through September 30, 2007 are not indicative of historic performance as they reflect an end of operations effective July 30, 2007. Comparisons to similar historic periods would be ineffectual due to the termination of operations resulting in no comparative data for the months of August and September 2007 in the reporting period. As described below, following July 30, 2007, we terminated all business operations of the Company, and currently are evaluating options related to continuing operations in the context of the Company’s Chapter 11 bankruptcy case.
The IDI Global Inc. 10-QSB was amended the following day after it was filed with the SEC to correct certain typographical errors which resulted in some footnote inaccuracies. This required the company to file a 10-QSB/A on November 20, 2007 to correct the typographical errors.
3
IDI Global, Inc. and Subsidiaries
Condensed Consolidated Financial Statements
September 30, 2007
CONTENTS
| |
| |
Unaudited Condensed Consolidated Balance Sheets | 5 |
| |
Unaudited Condensed Consolidated Statements of Operations | 7 |
| |
Unaudited Condensed Consolidated Statements of Cash Flows | 8 |
| |
Notes to the Unaudited Condensed Consolidated Financial Statements | 10 |
4
| | | | |
IDIGlobal, Inc. and Subsidiaries |
Condensed Consolidated Balance Sheets |
ASSETS |
| | September 30, | | December 31, |
| | 2007 | | 2006 |
| | (unaudited) | | |
Current Assets | | | | |
Cash | $ | 357,012 | $ | 143,522 |
Accounts Receivable, net | | - | | 31,092 |
| | | | |
Total Current Assets | | 357,012 | | 174,614 |
| | | | |
Software Development and Equipment, Net | | - | | 79,923 |
| | | | |
Other Assets | | | | |
Restricted Cash | | - | | 731,416 |
| | | | |
Total Other Assets | | - | | 731,416 |
| | | | |
Total Assets | $ | 357,012 | $ | 985,953 |
The balance sheet at December 31, 2006 was taken from the audited financial statements at that date and condensed.
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
| | | | |
IDIGlobal, Inc. and Subsidiaries |
Condensed Consolidated Balance Sheets |
| | | | |
| | September 30, | | December 31, |
| | 2007 | | 2006 |
| | (unaudited) | | |
Current Liabilities | | | | |
Accounts Payable | $ | 819,999 | $ | 589,135 |
Accrued Expenses | | 918,920 | | 1,138,542 |
Reserve for Refunds and Chargebacks | | - | | 15,000 |
Derivatives | | - | | 7,084 |
Notes Payable - Related Party | | 195,528 | | 504,527 |
Notes Payable | | 1,750,000 | | 1,750,000 |
| | | | |
Total Current Liabilities | | 3,684,447 | | 4,004,288 |
| | | | |
Total Liabilities | | 3,684,447 | | 4,004,288 |
| | | | |
Stockholders' Equity (Deficit) | | | | |
Common Stock, Authorized 50,000,000 Shares, | | | | |
$.001 Par Value, Issued and Outstanding | | | | |
19,160,174 and 19,160,174, Respectively | | 19,160 | | 19,160 |
Additional Paid in Capital | | 7,053,268 | | 6,744,268 |
Retained Earnings (Deficit) | | (10,399,863) | | (9,781,763) |
| | | | |
Total Stockholders' Equity (Deficit) | | (3,327,435) | | (3,018,335) |
| | | | |
Total Liabilities and Stockholders' Equity (Deficit) | $ | 357,012 | $ | 985,953 |
The balance sheet at December 31, 2006 was taken from the audited financial statements at that date and condensed.
The accompanying notes are an integral part of these condensed consolidated financial statements
6
IDIGlobal, Inc. and Subsidiaries
(Debtor-in-Possession)
Unaudited Condensed Consolidated Statements of Operations
| | | | | | | | |
| | For the Three Months Ended | | For the Nine Months Ended |
| | September 30, | | September 30, |
| | 2007 | | 2006 | | 2007 | | 2006 |
| | | | | | | | |
Revenues, Net | | | | | | | | |
Product Sales | $ | - | $ | - | $ | - | $ | - |
| | | | | | | | |
Total Revenues | | - | | - | | - | | - |
| | | | | | | | |
Cost of Sales | | | | | | | | |
Product Costs | | - | | - | | - | | - |
| | | | | | | | |
Total cost of sales | | - | | - | | - | | - |
| | | | | | | | |
Gross Profit (Loss) | | - | | - | | - | | - |
| | | | | | | | |
Operating Expenses | | | | | | | | |
General & Administrative | | 381,344 | | 30,521 | | 781,773 | | 74,447 |
| | | | | | | | |
Total Operating Expenses | | 381,344 | | 30,521 | | 781,773 | | 74,447 |
| | | | | | | | |
Net Operating Income (Loss) | | (381,344) | | (30,521) | | (781,773) | | (74,447) |
| | | | | | | | |
Other Income(Expense) | | | | | | | | |
Gain on Valuation of Derivatives | | 7,084 | | - | | 7,084 | | (6,541) |
| | | | | | | | |
Total Other Income(Expense) | | 7,084 | | - | | 7,084 | | (6,541) |
| | | | | | | | |
Income (Loss) Before Income Taxes | | (374,260) | | (30,521) | | (774,689) | | (80,988) |
| | | | | | | | |
Discontinuing Operations | | | | | | | | |
Loss from Discontinued Operations | | (465,849) | | (898,027) | | (667,865) | | (977,706) |
Gain on Disposal of Discontinued Operations | | 824,454 | | - | | 824,454 | | - |
| | | | | | | | |
Loss from Discontinued Operations | | 358,605 | | (898,027) | | 156,589 | | (977,706) |
| | | | | | | | |
Net Income (Loss) | $ | (15,655) | $ | (928,548) | $ | (618,100) | $ | (1,058,694) |
| | | | | | | | |
Net Income (Loss) Per Share: Continuing Operations | | 0.01 | | 0.00 | $ | 0.02 | $ | (0.01) |
Discontinued Operations | $ | 0.00 | $ | (0.05) | $ | (0.04) | $ | (0.05) |
Gain on Disposal of Discontinuing Operations | $ | (0.01) | $ | 0.00 | $ | (0.01) | $ | (0.00) |
Net Income (Loss) Per Share | $ | (0.00) | $ | (0.05) | $ | (0.03) | $ | (0.06) |
Weighted Average Shares Outstanding | | 19,160,174 | | 19,160,174 | | 19,160,174 | | 19,160,174 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
IDIGlobal, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
| | | | |
| | For the Nine Months Ended |
| | September 30, |
| | 2007 | | 2006 |
Cash Flows from Operating Activities: | | | | |
Net (Loss) | $ | (618,100) | $ | (1,058,694) |
Adjustments to Reconcile Net Loss to Net Cash | | | | |
Provided (used) by Operations: | | | | |
Depreciation & Amortization | | 21,750 | | 58,713 |
Gain on Disposal of Subsidiary | | (824,454) | | - |
Deposit | | - | | (3,195) |
Change in Operating Assets and Liabilities: | | | | |
Accounts Receivable | | (36,251) | | (73,511) |
Other Receivable | | - | | (370) |
Inventory | | - | | (6,300) |
Increase (Decrease) in: | | | | |
Accounts Payable | | 888,985 | | 196,987 |
Accrued Expenses | | 307,793 | | 12,909 |
Derivative Liability | | (7,084) | | 6,542 |
| | | | |
| | | | |
Net Cash Provided(Used) by Operating Activities | | (267,361) | | (866,919) |
| | | | |
Cash Flows from Investing Activities: | | | | |
Subsidiary Cash upon Disposal of Subsidiary Equipment | | (961,988) | | - |
Purchase of Software and Equipment | | (8,048) | | - |
Proceeds from Disposal of Subsidiary | | 719,471 | | - |
| | | | |
Net Cash Provided (Used) by Investing Activities | | (250,656) | | - |
| | | | |
Cash Flows from Financing Activities: | | | | |
Net Cash Provided (Used) by Financing Activities | | - | | - |
| | | | |
Increase (Decrease) in Cash | | (517,926) | | (866,919) |
| | | | |
Cash and Cash Equivalents at Beginning of Period | | 874,938 | | 1,803,977 |
| | | | |
Cash and Cash Equivalents at End of Period | $ | 357,012 | $ | 937,058 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
IDIGlobal, Inc. and Subsidiaries
(Debtor-in-Possession)
Unaudited Condensed Consolidated Statements of Cash Flows (Continued)
| | | | |
| | For the Nine Months Ended |
| | September 30, |
| | 2007 | | 2006 |
| | | | |
Cash Paid For: | | | | |
Interest | $ | - | $ | - |
Income Taxes | $ | - | $ | - |
| | | | |
Non-Cash Investing and Financing Activities: | | | | |
Conversion of accounts payable to note payable | | 26,915 | | - |
Note Payable accounted as a conversion to paid in capital | $ | 309,000 | $ | - |
The accompanying notes are an integral part of these condensed consolidated financial statements.
9
IDI GLOBAL, INC. AND SUBSIDIARIES
Notes to the Unaudited Consolidated Financial Statements
September 30, 2007
GENERAL
IDI Global, Inc. and Subsidiaries, the Company, has elected to omit substantially all footnotes to the consolidated financial statements for the nine months ended September 30, 2007 since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on Form 10-KSB for the fiscal year ended December 31, 2006.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.
FILING OF BANKRUPTCY UNDER CHAPTER 11
On April 17, 2006, IDI Global, Inc., as well as two of its wholly owned subsidiaries, IDI Small Business, Inc., and Chief Financial, Inc., along with the wholly owned subsidiary of Chief Financial, Professional Consulting Services, Inc., filed for bankruptcy protection in the United States Bankruptcy Court for the District of Utah (the “Bankruptcy Court”). (IDI Global, Case No. 0621261; IDI Small Business, Case No. 0621266; Chief Financial, Case No. 0621270; and PCS, Case No. 0621268.) We anticipate that each entity will remain as “debtor in possession,” subject to the jurisdiction of the supervision and orders of the Bankruptcy Court.
Settlement and Sale Agreement with Mentoring Parties: IDI Global, IDI Small Business, and Professional Consulting Services (the “IDI Debtors”) entered into an Agreement for Purchase and Sale of Assets and for Settlement of Disputes dated March 16, 2007 (the “Settlement and Sale Agreement”), with HG Marketing, Inc. and Mentoring of America, LLC (the “Mentoring Parties”). The Bankruptcy Court approved the Settlement and Sale Agreement following hearing on April 11, 2007. The Settlement and Sale Agreement contemplated the possibility of a party other than the Mentoring Parties, bidding for at auction and purchasing the rights of the IDI Debtors in a call center located in St. George, Utah (the “St. George Call Center”). No competing bids were received, and as of the date of this report the IDI Debtors and Mentoring Parties were close to closing the Settlement and Sale Agreement.
Pursuant to the Settlement and Sale Agreement, the Mentoring Parties will pay the IDI Debtors $171,409.10, in addition to other funds previously paid, in settlement of all disputes between the parties and will also pay $337,500 for all of the IDI Debtors’ rights in the St. George Call Center.
Payments by IDI Small Business. On February 2, 2007, the Bankruptcy Court entered an order authorizing certain expenses of the IDI Debtors to be paid from funds held by IDI Small Business, Inc. Prior to this time, and as authorized by the Bankruptcy Court, most expenses of the IDI Debtors were being paid with funds provided by Internet Development, Inc. In October 2006, however, Internet Development, Inc. informed the IDI Debtors that it would no longer have funds to pay the expenses.
Lawsuit filed by Internet Development, Inc. Against the IDI Debtors. On February 6, 2007, Internet Development, Inc. filed a Complaint in the Bankruptcy Court against the IDI Debtors, seeking to impose a constructive trust on certain funds that are being held on behalf of the IDI Debtors in a trust account (the “Internet Development Suit”). As described below, as part of the Company’s sale of Internet Development, Inc.’s stock, the Internet Development Suit has been dismissed.
10
Court Authority for Creditors’ Committee to Represent IDI Debtors’ Bankruptcy Estate in Certain Claims. On April 11, 2007, the Bankruptcy Court granted a motion authorizing the Official Committee of Unsecured Creditors (“Committee”) to defend the Internet Development Suit, which as discussed below, has now been dismissed. In addition, the Bankruptcy Court authorized the Committee to take whatever actions are necessary to recover funds that the IDI Debtors transferred prior to the petition date to Advanced Business Development, Inc. (“ABD”) or any of ABD's insiders or affiliates. As a result of the funds transferred to ABD, ABD produced an infomercial, and has provided a copy of the infomercial to the IDI Debtors. Contrary to the parties' agreement, ABD has refused to test the infomercial, and as a result, the infomercial has no value to the estates at this time. The IDI Debtors are currently engaged in negot iations with the personality featured in the infomercial related to the testing and use of the infomercial. The Committee has not provided information related to actions that it has taken to recover the funds that were transferred.
No Extension of Exclusivity for Plan Confirmation. On February 12, 2007, the “exclusivity period” for the IDI Debtors to file a plan of reorganization, as set forth in section 1121 of title 11 of the United States Code, expired and, as a result, any party in interest, including the IDI Debtors, may file a plan of reorganization in the IDI Debtors' Chapter 11 Cases.
Offer by MCB Printing, Inc. On or about March 8, 2007, MCB Printing, Inc. dba Excel Graphics, Inc. provided to the IDI Debtors and the Committee an offer to purchase Internet Development, Inc. and to merge with IDI Global, Inc. This offer was not accepted by the IDI Debtors. The offer expired and the negotiations with MCB were terminated.
Sale of Internet Development, Inc.’s Stock. IDI Global, Inc., entered into Stock Purchase Agreement with Solution X International, Inc., dated as of June 6, 2007, relating to the sale by IDI Global of all of the issued and outstanding shares of common stock of Internet Development, Inc., a wholly owned subsidiary of the Company to Solution X. The consummation of the agreement and sale of the stock was subject to higher and better offers and approval of the Bankruptcy Court. No higher and better offers were submitted to the Company, and as a result the Stock Purchase Agreement was submitted to the Bankruptcy Court for approval. On August 1, 2007, after an evidentiary hearing, the Bankruptcy Court entered an order approving the Stock Purchase Agreement, and the sale has closed. Pursuant to this Agreement, Solution X International, Inc. has paid the Company $40,000, the lawsuit against Internet Development, Inc. was dismissed, resulting in the relea se to the Company of approximately $166,000 held in trust while the suit was pending, and all of Internet Development, Inc.’s claims against the Company and its subsidiaries, totaling over $500,000 were released.
Additional disclosure for the statements of cash flows for the period ending September 30, 2007:
Operating Activities:
Interest received on cash accumulated because of the Chapter 11 proceeding: $0.00.
Interest stayed to on note payable because of the Chapter 11 proceeding: $603,085.
Professional fees paid for services rendered in connection with the Chapter 11 proceeding: $398,007.
Investing Activities:
Proceeds from sale of “software and equipment” due to Chapter 11 proceeding: $0.00.
Financing Activities:
Principal payments on pre-petition debt authorized by court: $0.00.
11
IDI Global currently has no operating subsidiaries and is effectively administratively insolvent. It is exploring its options as a debtor in possession, and at this time, anticipates filing a Chapter 11 plan that will incorporate a distribution of funds to creditors holding allowed claims resulting from the settlement of litigation and the liquidation of its assets, as well as from the litigation of existing claims and sale of remaining assets. The Company is currently evaluating options related to continuing operations in the context of the Company’s Chapter 11 bankruptcy case. There can be no guarantee that holders of common stock of the Company will be able to participate in or receive a benefit from any reorganization plan that may be submitted for confirmation, or that the series of common stock in the Company will remain if and when we emerge from bankruptcy.
As noted previously in this report, these results reflect one month of operations, July 2007, after which the stock of the Company’s primary operating subsidiary was sold. Any comparison with historic periods should compensate for this event.
DISCONTINUED OPERATIONS
On August 1, 2007, the Company completed the sale of its stock holdings in Internet Development, Inc. The Company has accounted for this disposal in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.
The assets of Internet Development, Inc. held for disposal consist of the following at:
| | |
| | September 30, |
| | 2007 |
| | |
Property and equipment, net | $ | - |
| | |
Total Assets of Discontinued Operations | $ | - |
The following is a summary of the results of the Company’s discontinued operations:
| | | | | | | | |
| | For the Three | | For the Nine |
| | Months Ended | | Months Ended |
| | September 30, | | September 30, |
| | 2007 | | 2006 | | 2007 | | 2006 |
| | | | | | | | |
Revenue | $ | 434,356 | $ | 1,510,755 | $ | 3,107,489 | $ | 7,373,149 |
Cost of sales | | (227,838) | | (1,528,151) | | (2,306,690) | | (4,966,738) |
General and administrative | | (628,266) | | (846,334) | | (1,407,834) | | (3,201,260) |
Other income (expense) | | (44,101) | | (34,297) | | (60,830) | | (182,857) |
Income taxes | | - | | - | | - | | - |
| | | | | | | | |
Net (Loss) from | | | | | | | | |
discontinued operations | $ | (465,849) | $ | (898,027) | $ | (667,865) | $ | (977,706) |
RELATED PARTY TRANSACTIONS
As part of the disposal of Internet Development, Inc., a note payable in the amount of $309,000 owing to a significant shareholder/officer/director of the company, or entities related to him, was also included in the disposal. This note payable totaling $309,000 was accounted for as a contribution to additional paid in capital and not included as part of the gain (loss) on disposal of the discontinued operations.
The disposal of Internet Development Inc. had no effect on the IDI Global note payable to Kevin Griffith for $195,528 or the deferred compensation of $826,335 to Kevin Griffith.
12
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance, identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking stat ements. We disclaim any obligation or intention to update any forward-looking statement contained in this Report.
13
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
As presented in the quarterly submission of the company’s Quarterly Report on Form 10-QSB for the period ending June 30, 2007, IDI Global, Inc., has been involved in Chapter 11 Bankruptcy proceedings. In connection with the bankruptcy proceedings, the Company has (a) sold the stock of Internet Development, Inc., one of its wholly-owned subsidiaries; and (b) sold the assets of IDI Small Business, Inc., another wholly-owned subsidiary as part of a global settlement of certain litigation. Both of these sales were approved by the Bankruptcy Court as being in the best interests of the creditors of the Company. As a result of these sales, the Company is not currently engaged in business operations, but rather is administering its Chapter 11 case and, as part thereof, considering all options related to the Company’s reorganization. The financial information presented herein reflects the results of operations for the month of July 2007 , and the administrative expenses of the Company’s Chapter 11 case through September, 2007. Any comparisons of operations between the three-month period ending September 30, 2007, and historic performance of the Company in previous similar periods will be largely ineffectual due to the incongruence of the Company’s operations during the compared time periods
CRITICAL ACCOUNTING POLICIES
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in our consolidated financial statements and accompanying notes. Critical accounting policies are defined as those which are most important to the portrayal of the financial condition and results of operations and which also require a company to make its most difficult and subjective judgments. Based on this definition, we have identified the critical accounting policies and judgments addressed below. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.
Metrics: As an internet retailer, we consider growth in revenue to be a key indicator of our overall financial performance. We examine our revenue by using several key metrics, including: overall change in net sales; gross margin percent; gross profit; and operating income. Our strategy for growth includes not only increasing our market share by expanding sales in existing channels, but also taking advantage of strategic opportunities for acquisitions. Ensuring adequate financing is central to the success of our growth strategy. As a result, we have entered into a variety of financing arrangements which we believe will contribute to the long-term success of IDI Global.
Reserves: The reserve for refunds and chargebacks is maintained at a level that, in management’s judgment, is sufficient to absorb any anticipated refunds or chargebacks as of the balance sheet date. The reserve is not specifically associated with individual sales transactions, but is a general reserve set aside to accommodate any future refunds or disputed transactions with an original transaction date prior to December 31, 2004. We review the appropriateness of the reserve quarterly and have developed what management believes is a reasonable methodology for projecting the needed reserve that is based on our historical refund and chargeback data.
Income Taxes: We record a tax provision for the anticipated tax consequences of our reported results of operations. In accordance with SFAS No. 109, Accounting for Income Taxes, the provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
14
Executive Overview
IDI Global is a holding company which, until most recently, operated through its wholly owned subsidiary, Internet Development, Inc. (“Internet Development”). IDI Global has now sold the stock of Internet Development, Inc. to Solution X International, Inc. as discussed below. While an IDI Global subsidiary, Internet Development offered web development services and software, web hosting services, and related support. It provided websites and related tools for large and small vertical businesses with a network of affiliates, allowing for communication, marketing, e-commerce and business management online. Chief Financial, IDI Small Business, IDI Technology and Sports Media are no longer operational subsidiaries of IDI Global. Chief Financial was originally acquired to provide administrative support to our sales centers, as well as trending reports, sales tracking, lead generation and new lead source opportunities. IDI Small Business managed our direct marketing operations in St. George, Utah. Sports Media sold sports advertising and marketing programs for media companies. IDI Technology provided Internet-based lead generation offerings aimed at producing monthly residual income.
Professional Consulting Services (“PCS”), located in St. George, Utah, is a wholly owned subsidiary of Chief Financial which previously sold add-on services and products to customers and other lead suppliers. These products were are focused on the small office and home office marketplace and include self-replicating web site tools, individual web sites, e-commerce solutions, and coaching and training services for small office/home office customers. Pursuant to the settlement agreement between the IDI Debtors and the Mentoring Parties, the Mentoring Parties are purchasing a call center in St. George, Utah, in which PCS previously was involved.
On April 17, 2006, IDI Global, Inc., as well as two of its wholly owned subsidiaries, IDI Small Business, Inc., and Chief Financial, Inc., along with the wholly owned subsidiary of Chief Financial, Professional Consulting Services, filed for Chapter 11 bankruptcy protection under Title 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Utah (the “Bankruptcy Court”). Although the Company has endeavored to maximize its value for the benefit of creditors and shareholders, as of the date of this report, it was unknown whether the Company would be able to continue as a going concern. As of the date of this report, the Company was entertaining offers from third parties for a potential merger and was working to formulate a plan of reorganization, which will include its divestment of certain assets. However, there can be no guarantee that the Company's negotiations will be successful or will ena ble the Company to continue as a going concern.
IDI Global, Inc., entered into a Stock Purchase Agreement with Solution X International, Inc. (“Solution X”), dated as of June 6, 2007, relating to the sale by IDI Global of all of the issued and outstanding shares of common stock of Internet Development. The consummation of the Stock Purchase Agreement and sale of the shares was subject to higher and better offers and approval of the Bankruptcy Court. No higher and better offers were submitted to the Company, and as a result the Stock Purchase Agreement was submitted to the Bankruptcy Court for approval. On August 1, 2007, after an evidentiary hearing, the Bankruptcy Court entered an order approving the Stock Purchase Agreement, and the sale has closed. Pursuant to this Agreement, Solution X International, Inc. has paid the Company $40,000, the lawsuit against Internet Development, Inc. was dismissed, resulting in the release to the Company of approximately $166,000 held in trust while the suit was pen ding, and all of Internet Development, Inc.’s claims against the Company and its subsidiaries, totaling over $500,000 were released. That transaction has been ordered by the bankruptcy as of the date of this report, and it is anticipated that transaction will be consummated in August 2007.
As a result of Stock Purchase Agreement and the settlement with the Mentoring Parties, discussed above, IDI Global currently has no operating subsidiaries. It is exploring its options as a debtor in possession, and at this time, anticipates filing a Chapter 11 plan that will incorporate a distribution of funds to creditors holding allowed claims resulting from the settlement of litigation and the liquidation of its assets, as well as from the litigation of existing claims and sale of remaining assets. There can be no guarantee that holders of common stock of the Company will be able to participate in or receive a benefit from any reorganization plan that may be submitted for confirmation, or that the series of common stock in the Company will remain if and when we emerge from bankruptcy.
15
As noted above, the Company sold the stock of its primary operating subsidiary in July , 2007. As such, the financial information and results presented represent one month of operations. The Company is currently considering its reorganization options in its Chapter 11 case.
Filing of Bankruptcy under Chapter 11
On April 17, 2006, IDI Global, Inc., as well as two of its wholly owned subsidiaries, IDI Small Business, Inc., and Chief Financial, Inc., along with the wholly owned subsidiary of Chief Financial, Professional Consulting Services, filed for bankruptcy protection in the United States Bankruptcy Court for the District of Utah (the “Bankruptcy Court”). We are not certain that each entity will remain as “debtor in possession,” subject to the jurisdiction of the supervision and orders of the Bankruptcy Court.
Settlement and Sale Agreement with Mentoring Parties. IDI Global, IDI Small Business, and Professional Consulting Services (the “IDI Debtors”) entered into an Agreement for Purchase and Sale of Assets and for Settlement of Disputes dated March 16, 2007 (the “Settlement and Sale Agreement”), with HG Marketing, Inc. and Mentoring of America, LLC (the “Mentoring Parties”). The Bankruptcy Court approved the Settlement and Sale Agreement following hearing on April 11, 2007. The Settlement and Sale Agreement contemplated the possibility of a party other than the Mentoring Parties, bidding for at auction and purchasing the rights of the IDI Debtors in a call center located in St. George, Utah (the “St. George Call Center”). No competing bids were received, and the IDI Debtors and Mentoring Parties are close to closing the Settlement and Sale Agreement.
Pursuant to the Settlement and Sale Agreement, the Mentoring Parties will pay the IDI Debtors $171,409.10, in addition to other funds previously paid, in settlement of all disputes between the parties, and will also pay $337,500 for all of the IDI Debtors’ rights in the St. George Call Center.
Although the Company has endeavored to maximize its value for the benefit of creditors and shareholders, as of the date of this report, it was unknown whether the Company would be able to continue as a going concern. As of the date of this report, the Company was entertaining offers from third parties for a potential merger and was working to formulate a plan of reorganization, which will include its divestment of certain assets. However, there can be no guarantee that the Company's negotiations will be successful or will enable the Company to continue as a going concern.
In March of 2006, IDI Global or one of its affiliates transferred $597,000 to ABD Development or one of its affiliates to develop an infomercial to use to generate leads to be used on the sales and marketing floor of the St. George Call Center. IDI Global understood that these funds would be used by ABD to develop an infomercial, and the remainder of the funds was to be used to pay for the testing and tuning and the eventual media time to run the infomercial on television stations through out the country. It was anticipated that the leads to be generated by the infomercial would replace the leads that Mentoring of America, LLC threatened to pull from the Call Center floor by no later than July 2006.
ABD continually delayed the creation of the infomercial, and eventually IDI Global was informed that ABD had run out of money, and would not test the infomercial. In addition, ABD sent invoices to IDI Global many months after services had been rendered indicating that IDI Global in fact owed ABD an additional $83,400. The invoices are not representative of what was contracted to be accomplished.
At the request of IDI Global, the Bankruptcy Court authorized the Committee to commence legal action against ABD and its affiliates to attempt to recover the money transferred to it. IDI Global will cooperate in that litigation. As part of any such action, it is anticipated that the $83,400 claim asserted by ABD will be disputed in full.
On February 6, 2007, Internet Development filed a Complaint in the Bankruptcy Court against the IDI Debtors, seeking to impose a constructive trust on certain funds that are being held on behalf of the IDI Debtors in a trust account. On April 11, 2007, the Bankruptcy Court granted a motion authorizing the Official Committee of Unsecured Creditors ("Committee") to defend this lawsuit on behalf of the IDI Debtors' estates. Since that time, this lawsuit has been dismissed.
16
On February 12, 2007, the "exclusivity period" for the IDI Debtors to file a plan of reorganization, as set forth in section 1121 of title 11 of the United States Code, expired and, as a result, any party in interest, including the IDI Debtors, may file a plan of reorganization in the IDI Debtors' Chapter 11 Cases.
On or about March 8, 2007, MCB Printing, Inc. dba Excel Graphics, Inc. provided to the IDI Debtors and the Committee an offer to purchase Internet Development and to merge with IDI Global, Inc. This offer was not accepted by the IDI Debtors. This offer expired and any negotiations with MCB have been terminated.
On February 2, 2007, the Bankruptcy Court entered an order authorizing certain expenses of IDI Global, Inc. Chief Financial, Inc. and Professional Consulting Services, Inc. to be paid from funds held by IDI Small Business, Inc. Prior to this time, and as authorized by the Bankruptcy Court, most expenses of the IDI Debtors were being paid with funds provided by Internet Development. In October 2006, however, with the loss of the sales call center, Internet Development informed the IDI Debtors that it would no longer have funds to pay any expenses or charges related to the Debtors and Bankruptcy proceedings.
IDI Global, Inc., entered into a Stock Purchase Agreement with Solution X International, Inc., dated as of June 6, 2007, relating to the sale by IDI Global of all of the issued and outstanding shares of common stock of Internet Development, Inc., a wholly owned subsidiary of the Company to Solution X. The consummation of the Stock Purchase Agreement and sale of the shares was subject to higher and better offers and approval of the Bankruptcy Court. No higher and better offers were submitted to the Company, and as a result the Stock Purchase Agreement was submitted to the Bankruptcy Court for approval. On August 1, 2007, after an evidentiary hearing, the Bankruptcy Court entered an order approving the Stock Purchase Agreement, and the sale has closed. Pursuant to this Agreement, Solution X International, Inc. has paid the Company $40,000, the lawsuit against Internet Development, Inc. was dismissed, resulting in the release to the Company of approximately $166,000 held in trust while the suit was pending, and all of Internet Development, Inc.’s claims against the Company and its subsidiaries, totaling over $500,000 were released. That transaction has been ordered by the bankruptcy as of the date of this report, and it is anticipated that transaction will be consummated in August 2007.
IDI Global currently has no operating subsidiaries and is effectively administratively insolvent. It is exploring its options as a debtor in possession, and at this time, anticipates filing a Chapter 11 plan that will incorporate a distribution of funds to creditors holding allowed claims resulting from the settlement of litigation and the liquidation of its assets, as well as from the litigation of existing claims and sale of remaining assets. The Company is currently evaluating options related to continuing operations in the context of the Company’s Chapter 11. There can be no guarantee that holders of common stock of the Company will be able to participate in or receive a benefit from any reorganization plan that may be submitted for confirmation, or that the series of common stock in the Company will remain if and when we emerge from bankruptcy.
Liquidity and Capital Resources
We are currently able to support our recurring day-to-day cash operating expenses with recurring cash inflows and existing cash balances. However, we are unable to satisfy our total current liabilities with cash on hand. Also, we are dependent on the efforts of our subsidiaries and other third parties to increase sales and, thus, increase our cash balances.
Our revenues are primarily from product sales, Internet applications, and website hosting and training services. As noted previously in this report, these revenues reflect one month of operations, July 2007, after which the stock of the Company’s primary operating and revenue generating subsidiary was sold.
Our monthly cash outflow is mostly related to general and administrative expenses. Net cash provided (used) by operations for the 2007 nine-month period was $(267,361) compared to net cash by operating activities of $(866,919) for the 2006 nine-month period. The increase in net cash provided by operations was mainly due to the writing off of a prepaid expense, intercompany payables and the disposal of Internet Development Inc.
17
Net cash provided by investing activities was $(250,565) for the 2007 nine-month period compared to $(0.00) for the 2006 nine-month period. This is mostly from the proceeds of the disposal of Subsidiary
Financing
Net cash provided by financing activities was $0.00 for the 2007 nine-month period compared to net cash provided by financing activities of $0.00 for the 2006 nine-month period.
Commitments and Contingent Liabilities
Our principal commitments consist of operating leases for office space in Orem, Utah, and repayment of the Credit Agreement and our total current liabilities. The total monthly lease payment for the Orem office is $7,218.
As of March 30, 2006, we owed $1,750,000, plus 2% interest, or an aggregate of $1,785,000, under the Credit Agreement. The interest for this was stayed by the bankrupt for April 2006 though September 2007.
At September 30, 2007, we had total current liabilities of $ 3,684,447, and had notes payable totaling $ 1,945,528, which included notes payable of $1,750,000 to SBI Brightline, and $195,528 in notes payable to Kevin R. Griffith, our CEO.
At September 30, 2007, our total current liabilities also included accrued expenses of $918,920, primarily related to deferred compensation, accrued interest, and payroll liabilities. Accounts payable of $819,999 added to our total current liabilities.
Off-balance Sheet Arrangements - None
Results of Operations
The following discussions are based on the consolidated financial statements of IDI Global, and its subsidiaries: Internet Development, Sports Media, IDISB, and Chief Financial. These discussions summarize our financial statements for the nine-month periods ended September 30, 2006 and 2007, and should be read in conjunction with the financial statements, and notes thereto, included with this report at Item I, Part I, above.
Summary Comparison of 2006 and 2007 Nine and Nine month Periods
| | | | | |
| | | Nine months ended |
| | | September 30, 2007 | | September 30, 2006 |
| | | | | |
Total revenue | | $ | - | $ | - |
| | | | | |
Total cost of sales | | | - | | - |
| | | | | |
Gross profit | | | - | | - |
| | | | | |
Total operating expenses | | | 781,773 | | 74,447 |
| | | | | |
Net operating income (loss) | | | (781,773) | | (74,447) |
| | | | | |
Total other income (expense) | | | 7,084 | | (6,541) |
| | | | | |
Loss from Discontinued Operations | | | 156,589 | | (977,706) |
Total income tax Expense | | | - | | - |
| | | | | |
Net income | | $ | (618,100) | $ | (1,058,694) |
| | | | | |
Net earnings (loss) per share | | $ | (0.03) | $ | (0.06) |
18
Total revenues for the nine month period ended September 30, 2007, and for the nine month period ended September 30, 2006 was $0.00.
Cost of sales for the nine month period ended September 30, 2007 and for the nine month period ended September 30, 2006 was $0.00.
Total operating expenses include salaries and benefits, rental of office space, professional fees, and other general office expenses. These operating expenses increased to $781,773 for the nine-month period ended September 30, 2007, from $74,447 for nine-month period ended September 30, 2006. This increase was due, in part, to the closing of the SOHO sales floor and the disposal of Internet Development.
Total other income and expense for 2006 was related to derivatives on warrants for the SBI note and for the nine-month period ended September 30, 2007 we had other income of $7,084 also related to the same warrants. We had a net loss of $(618,100) for the nine-month period ended September 30, 2007 as compared to a net loss of $(1,058,694) for the nine-month period ended September 30, 2006. This is mainly the result of the discontinued operations. Net loss per share was $(0.03) per share for the nine-month period ended September 30, 2007 compared to $(0.06) net loss per share for the nine month period ended September 30, 2006.
The following chart and related discussions summarize our consolidated balance sheet for the years ended December 31, 2006, and the nine-month period ended September 30, 2007, and should be read in conjunction with the financial statements and notes to the financial statements.
Summary of Balance Sheet
| | | | |
| | September 30, | | December 31, |
| | 2007 | | 2006 |
| | (Unaudited) | | |
| | | | |
Cash | $ | 357,012 | $ | 143,522 |
| | | | |
Total current assets | | 357,012 | | 174,614 |
| | | | |
Total assets | $ | 357,012 | $ | 985,953 |
| | | | |
Total current liabilities | | 3,684,447 | | 4,004,288 |
| | | | |
Total liabilities | | 3,684,447 | | 4,004,288 |
| | | | |
Retained earnings (deficit) | | (10,399,863) | | (9,781,763) |
| | | | |
Total stockholders equity | $ | (3,327,435) | $ | (3,018,335) |
We increased the total current assets at September 30, 2007, compared to the year ended December 31, 2006, due to more cash.
Total current liabilities and total liabilities decreased at September 30, 2007, compared to the year ended December 31, 2006, primarily due to discontinued operations of all subsidiaries.
19
Factors Affecting Future Performance
We do not anticipate that we will be able to continue operations when we emerge from our bankruptcy proceedings.
As discussed above, we are currently involved in bankruptcy proceedings. The bankruptcy court recently entered an order approving a Stock Purchase Agreement, authorizing the sale of the Company’s shares of common stock in our subsidiary, Internet Development, Inc., to an unrelated third party. As a result of Stock Purchase Agreement and the settlement with the Mentoring Parties, discussed above, IDI Global currently has no operating subsidiaries. It is exploring its options as a debtor in possession, and at this time, anticipates filing a Chapter 11 plan that will incorporate a distribution of funds to creditors holding allowed claims resulting from the settlement of litigation and the liquidation of its assets, as well as from the litigation of existing claims and sale of remaining assets. There can be no guarantee that holders of common stock of the Company will be able to participate in or receive a benefit from any reorganization plan that may be subm itted for confirmation, or that the series of common stock in the Company will remain if and when we emerge from bankruptcy.
It is possible that the current shareholders of IDI Global will receive no distributions from IDI Global.
It is possible that, when the IDI Debtors (or other parties) propose a Chapter 11 plan of reorganization, the plan will provide for no distributions to current shareholders on account of their shares. In addition, there can be no assurance that the IDI Debtors will be able to reorganize and, in such event, the companies likely would be liquidated and current shareholders would receive no distribution on account of their shares.
There may be additional unknown risks which could have a negative effect on our business.
The risks and uncertainties described in this section are not the only ones facing us. Additional risks and uncertainties not known to us as of the date of this report, or that we currently deem immaterial, may also impair our business operations. If any of the foregoing risks actually occur, our business, financial condition, or results of operations could be materially adversely affected. In such case, the trading price of our common stock could decline.
Business operations ceased with the stock sale of Internet Development Inc.
As noted previously in this report, these results reflect one month of operations, July 2007, after which the stock of the Company’s primary operating subsidiary was sold. Any comparison with historic periods should compensate for this event.
ITEM 3. CONTROLS AND PROCEDURES
In accordance with Exchange Act Rules 13a-15 and 15d-15, Kevin Griffith, IDI Global’s Chief Executive Officer, and Steven Weatherly, a consultant performing certain services typically performed by a chief financial officer, have conducted an evaluation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, Mr. Griffith and Mr. Weatherly concluded that our disclosure controls and procedures were effective as of September 30, 2007, to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
20
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 2005, two former employees, Ryan Romero and Jeremy Hall, filed suit against IDI Global in the 4th Judicial District Court, Provo Department, State of Utah. The suit alleges that Romero and Hall are entitled to options that were allegedly promised to them in connection with the termination of their employment. We filed our answer and discovery is proceeding. We deny these allegations, and intend to defend vigorously against this suit.
On June 24, 2004, Independent Marketing, Inc. filed a lawsuit in the Third District Court for Salt Lake County, State of Utah, against Internet Development, Inc. The allegations in the suit relate to the alleged hiring of three employees who were bound by a non-competition agreement with Independent Marketing, Inc. However, we believe the three employees were not hired by Internet Development, Inc., and intend to vigorously defend this suit.
On April 1, 2004, Ascendiant Capital Group, LLC, filed a complaint against IDI Global in the Superior Court of the State of California for the County of Orange - Central Justice Center. The complaint alleges that IDI Global breached a consulting agreement with Ascendiant Capital Group, and that Ascendiant Capital Group is entitled to damages in excess of $25,000. We intend to defend against the claims, and on May 11, 2004, we filed a cross-complaint alleging breach of contract by Ascendiant Capital Group. This case has been stayed pending the outcome of the Mercator litigation discussed below.
On March 12, 2004 Mercator Momentum Fund, L.P. and Mercator Momentum Fund III, both California limited partnerships, and Mercator Advisory Group, L.L.C., a California limited liability company, filed a complaint against IDI Global, Inc. in the Superior Court of the State of California for the County of Los Angeles. The complaint alleges that IDI Global breached a Securities Purchase Agreement by refusing to accept $3,500,000 in consideration for promissory notes in the amount of $3,500,000 with 3.5% interest, warrants to purchase 1,312,500 shares of IDI Global common stock at an exercise price of $1.20, a $175,000 due diligence fee, and failure to register the shares of common stock. We intend to defend against the claims.
Newave, Inc., vs. IDI Global, Inc., Chief Financial, Inc., et al., Superior Court for the State of California, in and for the County of Santa Barbara, Case No. 1167126. Plaintiff Newave, Inc., filed a lawsuit against IDI Global and Chief Financial for breach of contract and unjust enrichment. The lawsuit relates to a “Lead Marketing Agreement” between Newave and Chief Financial. We dispute that we are a party to the Lead Marketing Agreement, and have filed our answer. The case began trial on April 17, 2006, but was stayed in connection with the bankruptcy proceedings discussed below.
On August 8, 2005, Paul Watson, a former employee of the Company brought suit against the Company and Kevin Griffith in the 4th Judicial District Court for Utah County, State of Utah. Mr. Watson brought claims for breach of contract, false light, and wrongful discharge, and seeks back pay and loss of income. The Company and Mr. Griffith filed an answer and counterclaim against Mr. Watson, bringing claims of defamation, intentional and negligent interference with prospective economic relations, breach of fiduciary duty, breach of contract, conversion, and unjust enrichment. The Company and Mr. Griffith dispute the claims brought by Mr. Watson and intend to vigorously pursue this action.
On or about February 21, 2006, Presson Airport, LLC served an amended complaint asserting claims against Chief Financial, Inc. and Internet Development, Inc., in the Third Judicial District Court, State of Utah. Plaintiff seeks to recover approximately $46,000 for unpaid rent plus continuing rent and other charges in the amount of $9,800 per month based on allegations of breach of a lease and guaranty. The Company and its subsidiaries dispute this liability and intend to vigorously defend these claims.
21
HG Marketing, Inc. and Mentoring of America, Inc. vs. IDI Global, Inc., IDI Small Business, Inc., and Kevin Griffith, District Court, Clark County, Nevada, Case No. A518002. Plaintiffs HG Marketing and Mentoring of America filed this lawsuit claiming breach of contract, conversion, fraud, and constructive trust. The lawsuit relates to the asset purchase agreement between the parties relating to the call center located in St. George, Utah. Plaintiffs filed a motion for a temporary restraining order, which was denied, and also sought a preliminary injunction, which was also denied. We filed an answer, counterclaim, and third party complaint against the plaintiffs and their principals on April 10, 2006. Pursuant to a settlement agreement signed on April 11, 2007, and approved by the federal bankruptcy court, the Mentoring Parties are purchasing a call center in St. George, Utah, in which PCS previously was involved.
As discussed previously, the Company recently received approval from the bankruptcy court relating to the sale by the Company of all of the shares of common stock of Internet Development, Inc., to an unrelated third party. On July 31, 2007, the Bankruptcy Court heard a motion for the sale of the stock of Internet Development to Solution X International, Inc. On August 1, 2007, the Bankruptcy Court issued an order approving the sale. The Company anticipates that the sale of the stock of Internet Development will be finalized shortly after the date of this filing.
The Company as well as the IDI Debtors were defendants in the Internet Development Suit, defined above. As discussed above, this Suit has been dismissed.
Filing of Bankruptcy under Chapter 11
On April 17, 2006, IDI Global, Inc., as well as two of its wholly owned subsidiaries, IDI Small Business, Inc., and Chief Financial, Inc., along with the wholly owned subsidiary of Chief Financial, Professional Consulting Services, Inc., filed for bankruptcy protection in the United States Bankruptcy Court for the District of Utah (the “Bankruptcy Court”). (IDI Global, Case No. 0621261; IDI Small Business, Case No. 0621266; Chief Financial, Case No. 0621270; and PCS, Case No. 0621268.) We anticipate that each entity will remain as “debtor in possession,” subject to the jurisdiction of the supervision and orders of the Bankruptcy Court.
Settlement and Sale Agreement with Mentoring Parties. IDI Global, IDI Small Business, and Professional Consulting Services (the “IDI Debtors”) entered into an Agreement for Purchase and Sale of Assets and for Settlement of Disputes dated March 16, 2007 (the “Settlement and Sale Agreement”), with HG Marketing, Inc. and Mentoring of America, LLC (the “Mentoring Parties”). The Bankruptcy Court approved the Settlement and Sale Agreement following hearing on April 11, 2007. The Settlement and Sale Agreement contemplated the possibility of a party other than the Mentoring Parties, bidding for at auction and purchasing the rights of the IDI Debtors in a call center located in St. George, Utah (the “St. George Call Center”). No competing bids were received, and the IDI Debtors and Mentoring Parties are close to closing the Settlement and Sale Agreement.
Pursuant to the Settlement and Sale Agreement, the Mentoring Parties will pay the IDI Debtors $171,409.10, in addition to other funds previously paid, in settlement of all disputes between the parties, and will also pay $337,500 for all of the IDI Debtors’ rights in the St. George Call Center.
.
In March of 2006, IDI Global or one of its affiliates transferred $597,000 to ABD Development or one of its affiliates to develop an infomercial to use to generate leads to be used on the sales and marketing floor of the St. George Call Center. IDI Global understood that these funds would be used by ABD to develop an infomercial, and the remainder of the funds was to be used to pay for the testing and tuning and the eventual media time to run the infomercial on television stations through out the country. It was anticipated that the leads to be generated by the infomercial would replace the leads that Mentoring of America, LLC threatened to pull from the Call Center floor by no later than July 2006.
ABD continually delayed the creation of the infomercial, and eventually IDI Global was informed that ABD had run out of money, and would not test the infomercial. In addition, ABD sent invoices to IDI Global many months after services had been rendered indicating that IDI Global in fact owed ABD an additional $83,400. The invoices are not representative of what was contracted to be accomplished.
22
At the request of IDI Global, the Bankruptcy Court authorized the Committee to commence legal action against ABD and its affiliates to attempt to recover the money transferred to it. IDI Global will cooperate in that litigation. As part of any such action, it is anticipated that the $83,400 claim asserted by ABD will be disputed in full.
On February 6, 2007, Internet Development filed a Complaint in the Bankruptcy Court against the IDI Debtors, seeking to impose a constructive trust on certain funds that are being held on behalf of the IDI Debtors in a trust account. On April 11, 2007, the Bankruptcy Court granted a motion authorizing the Official Committee of Unsecured Creditors ("Committee") to defend this lawsuit on behalf of the IDI Debtors' estates. Since that time, this lawsuit has been dismissed.
On February 12, 2007, the "exclusivity period" for the IDI Debtors to file a plan of reorganization, as set forth in section 1121 of title 11 of the United States Code, expired and, as a result, any party in interest, including the IDI Debtors, may file a plan of reorganization in the IDI Debtors' Chapter 11 Cases.
On or about March 8, 2007, MCB Printing, Inc. dba Excel Graphics, Inc. provided to the IDI Debtors and the Committee an offer to purchase Internet Development and to merge with IDI Global, Inc. This offer was not accepted by the IDI Debtors. This offer expired and the negotiations with MCB have been terminated.
On February 2, 2007, the Bankruptcy Court entered an order authorizing certain expenses of IDI Global, Inc. Chief Financial, Inc. and Professional Consulting Services, Inc. to be paid from funds held by IDI Small Business, Inc. Prior to this time, and as authorized by the Bankruptcy Court, most expenses of the IDI Debtors were being paid with funds provided by Internet Development. In October 2006, however, with the loss of the sales call center, Internet Development informed the IDI Debtors that it would no longer have funds to pay any expenses or charges related to the Debtors and Bankruptcy proceedings.
IDI Global, Inc., entered into a Stock Purchase Agreement with Solution X International, Inc., dated as of June 6, 2007, relating to the sale by IDI Global of all of the issued and outstanding shares of common stock of Internet Development, Inc., a wholly owned subsidiary of the Company to Solution X. The consummation of the Stock Purchase Agreement and sale of the shares was subject to higher and better offers and approval of the Bankruptcy Court. No higher and better offers were submitted to the Company, and as a result the Stock Purchase Agreement was submitted to the Bankruptcy Court for approval. On August 1, 2007, after an evidentiary hearing, the Bankruptcy Court entered an order approving the Stock Purchase Agreement, and the sale has closed. Pursuant to this Agreement, Solution X International, Inc. has paid the Company $40,000, the lawsuit against Internet Development, Inc. was dismissed, resulting in the release to the Company of approximately $166,000 held in trust while the suit was pending, and all of Internet Development, Inc.’s claims against the Company and its subsidiaries, totaling over $500,000 were released.
IDI Global currently has no operating subsidiaries and is effectively administratively insolvent. It is exploring its options as a debtor in possession, and at this time, anticipates filing a Chapter 11 plan that will incorporate a distribution of funds to creditors holding allowed claims resulting from the settlement of litigation and the liquidation of its assets, as well as from the litigation of existing claims and sale of remaining assets. The Company is currently evaluating options related to continuing operations in the context of the Company’s Chapter 11. There can be no guarantee that holders of common stock of the Company will be able to participate in or receive a benefit from any reorganization plan that may be submitted for confirmation, or that the series of common stock in the Company will remain if and when we emerge from bankruptcy.
23
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Sale of Unregistered Securities
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
IDI Global entered into a Term Credit Agreement (the “Agreement”) on December 24, 2004 with Hong Kong League Central Credit Union, a Hong Kong corporation, and SBI Advisors, LLC (“SBI Advisors”), a California limited liability company. Under this Agreement, IDI Global received a term loan in the principal amount of $1,750,000, with interest of 2.0% per month. The loan was extended up to March 31, 2006, at which time IDI Global did not make the required payment. On April 17, 2006, IDI Global filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. The filing of the Voluntary Petition creates an automatic stay that enjoins and restrains certain acts and proceedings pertaining to the collection of this loan pursuant to 11 U.S.C. § 362.
ITEM 4. OTHER INFORMATION
Filing for Bankruptcy Chapter 11 Bankruptcy Protection
As discussed above in the “Legal Proceedings” section, on April 17, 2006, IDI Global, Inc., as well as two of its wholly owned subsidiaries, IDI Small Business, Inc. and Chief Financial, Inc., along with the wholly owned subsidiary of Chief Financial, Professional Consulting Services, Inc., filed petitions in the United States Bankruptcy Court for the District of Utah (the “Bankruptcy Court”) seeking relief under Chapter 11 of the Bankruptcy Code, 11 U.S.C. § 101 et seq. The bankruptcy cases are being jointly administered by the Bankruptcy Court under the Case No. 06-21261, and the companies are debtors in possession, subject to the jurisdiction, supervision and orders of the Bankruptcy Court. The United States trustee has appointed a Committee of Unsecured Creditors in the case of IDI Global, which is comprised of three unsecured creditors. The companies have obtained Bankruptcy Court approval of a centralized cash management syste m, and of the employment of all of their professionals, including LECG, which will serve as a forensic accountant to assist with contract dispute litigation.
24
ITEM 5. EXHIBITS
Exhibits
2.1
Agreement and Plan of Merger between IDI Global and Sports Media International, Inc. and Integrated Communication Systems, Inc., dated October 3, 2003 (Incorporated by reference to exhibit 2.1 for Form 8-K, filed October 15, 2003).
2.2
Agreement and Plan of Reorganization between IDI Global and Chief Financial, Inc., dated January 8, 2004 (Incorporated by reference to exhibit 2.3 for Form 10-KSB, filed March 29, 2004).
3.1
Articles of Incorporation, as amended (Incorporated by reference to exhibit 3.1 for Form 10-KSB, filed January 31, 2002)
3.2
Restated bylaws of IDI Global, Inc. (Incorporated by reference to exhibit 3.2 for Form 10-KSB, filed January 31, 2002).
10.1
Lease Agreement between Internet Development Inc. and Stratford Park, L.C., dated July 7, 2000 (Incorporated by reference to exhibit 10.1 for Form 10-QSB, as amended, filed May 22, 2002).
10.2
Employment agreement between Internet Development and Kevin R. Griffith, dated April 1, 2002 (Incorporated by reference to exhibit 10.2 for Form 10-QSB, as amended, filed August 15, 2002).
10.3
Secured Convertible Promissory Note between idiglobal.com and Kevin R. Griffith, as amended (Incorporated by reference to exhibit 10.3 for Form 10-KSB, filed January 31, 2002).
10.4
Consultant Agreement between IDI Global, Inc. and Summit Resource Group, Inc., dated July 31, 2002(Incorporated by reference to exhibit 10.2 for Form 10-QSB, as amended, filed August 15, 2002).
10.5
Stock Purchase Agreement by and between IDI Global, Inc., and Solution X International, Inc., dated as of June 6, 2007 (Incorporated by reference to exhibit 10.5 for Form 10-QSB, filed August 20, 2005).
31.1
Section 302 Certification
31.2
Section 302 Certification
32.1
Section 1350 Certification
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
IDI GLOBAL, INC.
Date:
November 20, 2007
By: /s/ Kevin R. Griffith
Kevin R. Griffith
President, Chief Executive Officer,
Principal Executive Officer
Date:
November 20, 2007
By:/s/ Steven D. Weatherly
Steven D. Weatherly
Consultant performing certain services for the Company commonly performed by a Chief Financial Officer
25